Common use of Additional Foreign Subsidiaries Clause in Contracts

Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after any Person becomes a Material First Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, in any event, within 45 days after such request, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the applicable Credit Party to deliver to the Administrative Agent a Foreign Pledge Agreement pledging 65% of the total outstanding voting Equity Interests (and 100% of the non-voting Equity Interests) of any such new Material First Tier Foreign Subsidiary and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including 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 Material 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), (ii) 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, (iii) 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 (iv) 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. Notify the Administrative Agent promptly after at the time that any Person becomes a Material First Tier first-tier Foreign Subsidiary that is a Restricted Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, and in any event, event within 45 forty-five (45) days after such request, as such time period may be extended by the Administrative Agent in its sole discretionnotification), cause (i) except during a Collateral Release Period, the Borrower or the applicable Credit Party Restricted Subsidiary to deliver to the Administrative Agent a Foreign Pledge Agreement Security Documents pledging sixty-five percent (65% %) (or such lesser percentage as may then be necessary to avoid material adverse tax consequences) of the total outstanding voting Equity Interests (and 100% Capital Stock of the non-voting Equity Interests) of any such new Material First Tier Foreign Subsidiary and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including including, without limitation, if applicable, original certificated Equity Interests stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests Capital Stock of such new Material 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), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 5.1 as may be reasonably requested by the Administrative AgentAgent (specifically excluding, however, any joinders or supplements to the Subsidiary Guaranty Agreement and the Security Documents), (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as may be reasonably requested by the Administrative Agent with regard to such Person and (iv) 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. Notify the Administrative Agent promptly after at the time that any Person becomes a Material First Tier direct Foreign SubsidiarySubsidiary of a Credit Party, and at the request of the Administrative Agent, promptly thereafter (and, and in any event, event within 45 forty-five (45) days after such request, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the applicable Credit Party to deliver to the Administrative Agent a Foreign Pledge Agreement Security Documents pledging as security for the Secured Obligations, sixty-five percent (65% %) of the total outstanding voting Equity Interests Capital Stock and one hundred percent (and 100% %) of the non-voting Equity Interests) Capital Stock of any such new Material First Tier Foreign Subsidiary and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including including, without limitation, if applicable, original certificated Equity Interests stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests Capital Stock of such new Material 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), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 7.1 as may be reasonably requested by the Administrative Agent, (iii) 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 (iv) 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. Notify the Administrative Agent promptly after at the time that any Person becomes a first tier Material First Tier Foreign Subsidiary of the Company or of any Material Domestic Subsidiary, and at the request of the Administrative Agentand, promptly thereafter (and, and in any event, event within 45 forty-five (45) days after such request, request (or such later date as such time period may be extended approved by the Administrative Agent in its sole discretion)), cause (i) the applicable Domestic Credit Party to deliver to the Administrative Agent a Security Documents governed by New York law (or, if requested by the Administrative Agent, the local laws of the jurisdiction of organization of such Material Foreign Pledge Agreement Subsidiary) pledging sixty-five percent (65%) of the total outstanding voting Capital Stock, and 100% of the total outstanding voting Equity Interests (and 100% nonvoting Capital Stock, of the non-voting Equity Interests) of any such new Material First Tier Foreign Subsidiary and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including including, without limitation, if applicable, original certificated Equity Interests stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests Capital Stock of such new Material 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), (ii) such Person the applicable Domestic Credit Party to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 Sections 5.1 (a), (b), (e), and (g)(ii) as may be reasonably requested by the Administrative Agent (including, without limitation, charter documents and opinions of counsel with respect to local laws, each in form and substance reasonably acceptable to the Administrative Agent), (iii) such Person the applicable Domestic Credit Party to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard respect to such Person and (iv) such Person the applicable Domestic Credit Party 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. Notify the Administrative Agent promptly after at the time that any Person becomes a Material First Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, and in any event, event within 45 forty-five (45) days after such request, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the applicable Credit Party to deliver to the Administrative Agent a Foreign Pledge Agreement Security Documents pledging 65% sixty-six percent (66%) of the total outstanding voting Equity Interests Capital Stock (and one hundred percent (100% %) of the non-voting Equity InterestsCapital Stock) of any such new Material First Tier Foreign Subsidiary and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including including, without limitation, if applicable, original certificated Equity Interests stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests Capital Stock of such new Material 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), (ii) 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, (iii) 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 (iv) 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. Notify the Administrative Agent promptly after any Person becomes a Material First Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, in any event, within 45 forty five (45) days after such requestnotification, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the applicable Credit Party to deliver to the Administrative Agent a Foreign Pledge Agreement 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 Material First Tier Foreign Subsidiary and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including 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 Material 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), (ii) 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, (iii) 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 (iv) 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. Notify the Administrative Agent promptly after any Person becomes a Material First Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter Promptly (and, in any event, within 45 days after such requestforty five (45) days, as such time period may be extended by the Administrative Agent in its sole discretion) after any Person becomes a First Tier Foreign Subsidiary or a Foreign Subsidiary Holding Company (other than an Immaterial Subsidiary or a Subsidiary described in clause (a) or (b) of the definition of “Excluded Subsidiary”), cause (i) the applicable Credit Party to deliver to the Administrative Agent a Foreign Pledge Agreement 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 Material First Tier Foreign Subsidiary or Foreign Subsidiary Holding Company, as applicable, and a consent thereto executed by such new Material First Tier Foreign Subsidiary or Foreign Subsidiary Holding Company (including 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) ), as applicable, evidencing the Equity Interests of such new Material First Tier Foreign SubsidiarySubsidiary or Foreign Subsidiary Holding Company, as applicable, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), (ii) 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, (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Disclosure Letter and Loan Documents as requested by the Administrative Agent with regard to such Person and (iv) 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. Notify the Administrative Agent promptly after at the time that any Person becomes a first tier Foreign Subsidiary of the Borrower or any Material First Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, and in any event, event within 45 forty-five (45) days after such request, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the Borrower or the applicable Credit Party Material Subsidiary to deliver to the Administrative Agent a Foreign Pledge Agreement Security Documents pledging sixty-five percent (65%) of the total outstanding voting Capital Stock, and 100% of the total outstanding voting Equity Interests (and 100% of the non-voting Equity Interests) Capital Stock, of any such new Material First Tier Foreign Subsidiary and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including including, without limitation, if applicable, original certificated Equity Interests stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests Capital Stock of such new Material 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), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 5.1 as may be reasonably requested by the Administrative Agent, (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard respect to such Person and (iv) 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. Notify the Administrative Agent promptly after any Person becomes a Material First Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, in any event, within 45 forty five (45) days after such request, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the applicable Credit Party to deliver to the Administrative Agent a Foreign Pledge Agreement pledging sixty-five percent (65% %) of the total outstanding voting Equity Interests (and one hundred percent (100% %) of the non-voting Equity Interests) (or, in each case, such percentage as would not result in adverse federal income tax consequences for Holdings) of any such new Material First Tier Foreign Subsidiary and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including 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 Material 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), (ii) upon reasonable request of the Administrative Agent, 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, and (iii) 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 (iv) 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 AgentPerson.

Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after at the time that any Person becomes a Material First Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, and in any event, event within 45 forty-five (45) days after such requestnotification, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the applicable Credit Party to deliver to the Administrative Agent a Foreign Pledge Agreement Security Documents pledging sixty-five percent (65% %) of the total outstanding voting Equity Interests Capital Stock (and one hundred percent (100% %) of the non-voting Equity InterestsCapital Stock) of any such new Material First Tier Foreign Subsidiary and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including including, without limitation, if applicable, original certificated Equity Interests stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests Capital Stock of such new Material 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), (ii) 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, (iii) 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 (iv) 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.. 43360385_8

Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after at the time that any Person becomes a Material First Tier first-tier Foreign Subsidiary that is a Restricted Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, and in any event, event within 45 forty-five (45) days after such request, as such time period may be extended by the Administrative Agent in its sole discretionnotification), cause (i) the Borrower or the applicable Credit Party Restricted Subsidiary to deliver to the Administrative Agent a Foreign Pledge Agreement Security Documents pledging sixty-five percent (65% %) (or such lesser percentage as may then be necessary to avoid material adverse tax consequences) of the total outstanding voting Equity Interests (and 100% Capital Stock of the non-voting Equity Interests) of any such new Material First Tier Foreign Subsidiary and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including including, without limitation, if applicable, original certificated Equity Interests stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests Capital Stock of such new Material 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), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 5.1 as may be reasonably requested by the Administrative AgentAgent (specifically excluding, however, any joinders or supplements to the Subsidiary Guaranty Agreement and the Security Documents), (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as may be reasonably requested by the Administrative Agent with regard to such Person and (iv) 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. Notify the Administrative Agent promptly after at the time that any Person becomes a first tier Material First Tier Foreign Subsidiary of the Company or of any Material Domestic Subsidiary, and at the request of the Administrative Agentand, promptly thereafter (and, and in any event, event within 45 forty-five (45) days after such request, request (or such later date as such time period may be extended approved by the Administrative Agent in its sole discretion)), cause (i) the applicable Domestic Credit Party to deliver to the Administrative Agent a Security Documents governed by New York law (or, if requested by the Administrative Agent, the local laws of the jurisdiction of organization of such Material Foreign Pledge Agreement Subsidiary) pledging sixty-five percent (65%) of the total outstanding voting Capital Stock, and 100% of the total outstanding voting Equity Interests (and 100% nonvoting Capital Stock, of the non-voting Equity Interests) of any such new Material First Tier Foreign Subsidiary and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including including, without limitation, if applicable, original certificated Equity Interests stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests Capital Stock of such new Material 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), (ii) such Person the applicable Domestic Credit Party to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 Sections 5.1 (a), (b), (e), and (g)(ii) as may be reasonably requested by the Administrative Agent (including, without limitation, charter documents and opinions of counsel with respect to local laws, each in form and substance reasonably acceptable to the Administrative Agent), (iii) such Person the applicable Domestic Credit Party to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard respect to such Person and (iv) such Person the applicable Domestic Credit Party 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.. 108 CHAR1\1858015v1CHAR1\1858015v2

Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after any Person becomes a Material First Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, in any event, within 45 thirty (30) days after such requestcreation or acquisition, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the applicable Credit Party to deliver to the Administrative Agent a Foreign Pledge Agreement 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 Material First Tier Foreign Subsidiary and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including 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 Material 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), (ii) 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, (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as may be reasonably requested by the Administrative Agent with regard to such Person and (iv) 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. Notify the Administrative Agent promptly after any Person becomes a Material First Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter Promptly (and, in any event, within 45 days after such requestsixty (60) days, as such time period may be extended by the Administrative Agent in its sole discretion) after any Person becomes a First Tier Foreign Subsidiary or a Foreign Subsidiary Holding Company (other than an Immaterial Subsidiary or a Subsidiary described in clause (a), (b), or (c) of the definition of “Excluded Subsidiary”), cause (i) the applicable Credit Party to deliver to the Administrative Agent a Foreign Pledge Agreement 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 Material First Tier Foreign 119071794_7 Subsidiary or Foreign Subsidiary Holding Company, as applicable, and a consent thereto executed by such new Material First Tier Foreign Subsidiary or Foreign Subsidiary Holding Company (including 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) ), as applicable, evidencing the Equity Interests of such new Material First Tier Foreign SubsidiarySubsidiary or Foreign Subsidiary Holding Company, as applicable, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), (ii) 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, (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Disclosure Letter and Loan Documents as requested by the Administrative Agent with regard to such Person and (iv) 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. Notify the Administrative Agent promptly after any Person becomes a Material First Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, in any event, within 45 twenty (20) days after such requestnotification, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the applicable Credit Party Obligor to deliver to the Administrative Agent a Foreign Pledge Agreement Security Documents pledging 65% sixty-six and 2/3 percent (66-2/3%) of the total outstanding voting Equity Interests (and one hundred percent (100% %) of the non-voting Equity Interests) of any such new Material First Tier Foreign Subsidiary and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including including, without limitation, if applicable, original certificated Equity Interests (or the equivalent thereof pursuant to the Applicable applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests of such new Material 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), (ii) 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, (iii) 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 (iv) 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. Notify the Administrative Agent promptly after any Person becomes a Material First Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, in any event, within 45 thirty (30) days after such requestnotification, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the applicable Credit Borrower Party to deliver to the Administrative Agent a Foreign Pledge Agreement 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 Material First Tier Foreign Subsidiary and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including including, without limitation, if applicable, and available to be freely transferred to the Agent pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction, 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 Material 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), (ii) such Person to deliver to the Administrative Agent such opinionsopinions of counsel (limited to U.S. counsel except to the extent such Foreign Subsidiary becomes an Additional Borrower hereunder in which foreign counsel opinions may be required upon the Agent’s request), documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent, (iii) 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 (iv) 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. Notify the Administrative Agent promptly after any Person becomes a Material First First-Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, in any event, within 45 forty five (45) days after such requestnotification, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the applicable Credit Loan Party to deliver to the Administrative Collateral Agent a Foreign Pledge Agreement 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 Material First First-Tier Foreign Subsidiary and a consent thereto executed by such new Material First First-Tier Foreign Subsidiary (including including, without limitation, if applicableapplicable and unless otherwise agreed by the Administrative Agent, 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 Material First 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), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 5.1 as may be reasonably requested by the Administrative Agent, (iii) 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 (iv) 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. Notify the Administrative Agent promptly after any Person becomes a Material First First-Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, in any event, within 45 forty five (45) days after such requestnotification, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the applicable Credit Loan Party to deliver to the Administrative Collateral Agent a Foreign Pledge Agreement 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 Material First First-Tier Foreign Subsidiary and a consent thereto executed by such new Material First First-Tier Foreign Subsidiary (including 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 Material First 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), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 5.1 as may be reasonably requested by the Administrative Agent, (iii) 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 (iv) 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. Notify the Administrative Agent promptly after of the creation or acquisition of any Person becomes a Material First Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, and in any event, event within 45 forty-five (45) days after such request, as such time period may be extended by the Administrative Agent in its sole discretionnotification), cause (i) the applicable Credit Party to if such Foreign Subsidiary is a first tier Foreign Subsidiary, deliver to the Administrative Agent a Foreign Pledge Agreement Security Document pledging sixty-five percent (65% %) of the total outstanding voting Equity Interests (Capital Stock and 100% of the all outstanding non-voting Equity Interests) Capital Stock of any such new Material First Tier Foreign Subsidiary and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including including, without limitation, if applicable, original certificated Equity Interests stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests Capital Stock of such new Material 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), (ii) cause such Person to become a Guarantor by delivering to the Administrative Agent a duly executed Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (iii) cause such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 5.2 as may be reasonably requested by the Administrative Agent, (iiiiv) 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 (ivv) 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; provided that no Subsidiary that is a CFC shall be required to become a Guarantor or pledge any assets hereunder to the extent such guarantee or pledge could result in a material tax liability.

Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after of the creation or acquisition of any Person becomes a Material First Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, and in any event, event within 45 forty-five (45) days after such request, as such time period may be extended by the Administrative Agent in its sole discretionnotification), cause (i) the applicable Credit Party to if such Foreign Subsidiary is a first tier Foreign Subsidiary (other than a Restaurant Partnership), deliver to the Administrative Agent a Foreign Pledge Agreement Security Document pledging sixty-five percent (65% %) of the total outstanding voting Equity Interests (Capital Stock and 100% of the all outstanding non-voting Equity Interests) Capital Stock of any such new Material First Tier Foreign Subsidiary and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including including, without limitation, if applicable, original certificated Equity Interests stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests Capital Stock of such new Material 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), (ii) cause such Person (other than a Restaurant Partnership) to become a Guarantor by delivering to the Administrative Agent a duly executed Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (iii) cause such Person (other than a Restaurant Partnership) to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 SECTION 6.2B as may be reasonably requested by the Administrative Agent, (iiiiv) 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 (other than a Restaurant Partnership) and (ivv) 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; PROVIDED that no Subsidiary that is a CFC shall be required to become a Guarantor or pledge any assets hereunder to the extent such guarantee or pledge could result in a material tax liability.

Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after of the creation or acquisition of any Person becomes a Material First Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, and in any event, event within 45 forty-five (45) days after such request, as such time period may be extended by the Administrative Agent in its sole discretionnotification), cause (i) the applicable Credit Party to if such Foreign Subsidiary is a first tier Foreign Subsidiary, deliver to the Administrative Agent a Foreign Pledge Agreement pledging 65% sixty-six percent (66%) of the total outstanding voting Equity Interests (Capital Stock and 100% of the all outstanding non-voting Equity Interests) Capital Stock of any such new Material First Tier Foreign Subsidiary and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including including, without limitation, if applicable, original certificated Equity Interests stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests Capital Stock of such new Material 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), (ii) cause such Person to become a Guarantor by delivering to the Administrative Agent a duly executed Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (iii) cause such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 6.2 (to the extent the same would have been required to be delivered on the Effective Date if such Foreign Subsidiary had been a Subsidiary of Borrower on such date) as may be reasonably requested by the Administrative Agent, (iiiiv) 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 (ivv) 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; provided that no Subsidiary that is a CFC shall be required to become a Guarantor or pledge any assets hereunder.

Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after at the time that any Person becomes a Material First Tier first-tier Foreign Subsidiary that is a Restricted Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, and in any event, event within 45 forty-five (45) days after such request, as such time period may be extended by the Administrative Agent in its sole discretionnotification), cause (i) the Borrower or the applicable Credit Party Restricted Subsidiary to deliver to the Administrative Agent a Foreign Pledge Agreement Security Documents pledging sixty-five percent (65% %) (or such lesser percentage as may then be necessary to avoid material adverse tax consequences) of the total outstanding voting Equity Interests (and 100% Capital Stock of the non-voting Equity Interests) of any such new Material First Tier Foreign Subsidiary and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including including, without limitation, if applicable, original certificated Equity Interests stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests Capital Stock of such new Material 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), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 5.2 as may be reasonably requested by the Administrative AgentAgent (specifically excluding, however, any joinders or supplements to the Subsidiary Guaranty Agreement and the Security Documents), (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as may be reasonably requested by the Administrative Agent with regard to such Person and (iv) 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. Notify the Administrative Agent promptly after at the time that any Person becomes a first tier Material First Tier Foreign Subsidiary of the Company or of any Material Domestic Subsidiary, and at the request of the Administrative Agentand, promptly thereafter (and, and in any event, event within 45 forty-five (45) days after such request, request (or such later date as such time period may be extended approved by the Administrative Agent in its sole discretion)), cause (i) the applicable Domestic Credit Party to deliver to the Administrative Agent a Security Documents governed by New York law (or, if requested by the Administrative Agent, the local laws of the jurisdiction of organization of such Material Foreign Pledge Agreement Subsidiary) pledging sixty-five percent (65%) of the total outstanding voting Capital Stock, and 100% of the total outstanding non voting Equity Interests (and 100% Capital Stock, of the non-voting Equity Interests) of any such new Material First Tier Foreign Subsidiary and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including including, without limitation, if applicable, original certificated Equity Interests stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests Capital Stock of such new Material 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), (ii) such Person the applicable Domestic Credit Party to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 Sections 5.1 (a), (b), (e), and (g)(ii) as may be reasonably requested by the Administrative Agent (including, without limitation, charter documents and opinions of counsel with respect to local laws, each in form and substance reasonably acceptable to the Administrative Agent), (iii) such Person the applicable Domestic Credit Party to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard respect to such Person and (iv) such Person the applicable Domestic Credit Party 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. Notify the Administrative Agent promptly after any Person becomes a Material First First-Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, in any event, within 45 forty five (45) days after such requestnotification, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the applicable Credit Loan Party to deliver to the Administrative Collateral Agent a Foreign Pledge Agreement Security Documents pledging sixtyfive percent (65% %) of the total outstanding voting Equity Interests (and one hundred percent (100% %) of the non-voting Equity Interests) of any such new Material First First-Tier Foreign Subsidiary and a consent thereto executed by such new Material First First-Tier Foreign Subsidiary (including including, 139669560_5 143643579_6 CORE/3001926.0117/166889384.1 without limitation, if applicableapplicable and unless otherwise agreed by the Administrative Agent, 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 Material First 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), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 5.1 as may be reasonably requested by the Administrative Agent, (iii) 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 (iv) 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. Notify the Administrative Agent promptly after at the time that any Person becomes a Material First Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, and in any event, event within 45 forty-five (45) days after such request, request (as such time period may be extended by in the sole discretion of the Administrative Agent in its sole discretionAgent)), cause (i) the applicable Credit Party to deliver to the Administrative Agent a Foreign Pledge Agreement Security Documents pledging 65% sixty-six percent (66%) of the total outstanding voting Equity Interests Capital Stock (and one hundred percent (100% %) of the non-voting Equity InterestsCapital Stock) of any such new Material First Tier Foreign Subsidiary and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including including, without limitation, if applicable, original certificated Equity Interests stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests Capital Stock of such new Material 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), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 5.1 as may be reasonably requested by the Administrative Agent, (iii) 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 (iv) 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. Notify the Administrative Agent promptly after any Person becomes a Material First First-Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, in any event, within 45 forty five (45) days after such requestnotification, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the applicable Credit Loan Party to deliver to the Administrative Collateral Agent a Foreign Pledge Agreement Security Documents pledging sixtyfive percent (65% %) of the total outstanding voting Equity Interests (and one hundred percent (100% %) of the non-voting Equity Interests) of any such new Material First First-Tier Foreign Subsidiary and a consent thereto executed by such new Material First First-Tier Foreign Subsidiary (including 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 Material First 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), (ii) such 72 Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 5.1 as may be reasonably requested by the Administrative Agent, (iii) 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 (iv) 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. Notify the Administrative Agent promptly after any Person becomes a Material direct Foreign Subsidiary of Crocs after the Effective Date (a “First Tier Foreign Subsidiary”), and at the request of the Administrative Agent, promptly thereafter (and, in any event, within 45 forty-five (45) days after such requestnotification, as such time period may be extended by the Administrative Agent in its sole reasonable discretion), cause (i) the applicable Credit Loan Party to deliver to the Administrative Agent a Foreign Pledge Agreement Security Documents pledging 65% one hundred percent (100%) of the total outstanding voting Equity Interests (and 100% Interests, or such lesser pledge amount if any adverse tax consequence would result therefrom at the discretion of the non-voting Equity InterestsAdministrative Agent) of any such new Material First Tier Foreign Subsidiary and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including including, without limitation, if applicable, original certificated Equity Interests (or the equivalent thereof pursuant to the Applicable applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests of such new Material 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), (ii) such Person applicable Loan Party to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 7.1 as may be reasonably requested by the Administrative AgentAgent or any Lender, (iii) such Person applicable Loan Party 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 (iv) such Person applicable Loan Party to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative AgentAgent or any Lender, all in form, content and scope reasonably satisfactory to the Administrative AgentAgent or such Lender.

Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after any Person becomes a Material First Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, in any event, within 45 forty five (45) days after such requestnotification, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the applicable Credit Party to deliver to the Administrative Agent a Foreign Pledge Agreement 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 Material First Tier Foreign Subsidiary and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including 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 Material 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), (ii) 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, (iii) 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 (iv) 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. Notify the Administrative Agent promptly after at the time that any Person becomes a Material First Tier first tier Foreign Subsidiary of the Borrower or any Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, and in any event, event within 45 forty-five (45) days after such requestnotification, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the Borrower or the applicable Credit Party Subsidiary, as the case may be, to deliver to the Administrative Agent a Security Documents pledging the voting Capital Stock of such new Foreign Pledge Agreement pledging Subsidiary (provided that in no event shall more than an aggregate of sixty-five percent (65% %) of the total outstanding voting Equity Interests (and 100% Capital Stock of the non-voting Equity Interests) of any such new Material First Tier Foreign Subsidiary be required to be so pledged by the Credit Parties) and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including including, without limitation, if applicable, original certificated Equity Interests stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests Capital Stock of such new Material First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate so delivered duly executed in blank by the registered owner thereof), (ii) 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, (iii) 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 (iv) 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; provided that the Borrower shall not be required to perform the foregoing clauses (i)-(iv) of this Section 9.11(b) with respect to Jamestown.

Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after any Person becomes a Material First Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, in any event, within 45 thirty (30) days after such requestnotification, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the applicable Credit Borrower Party to deliver to the Administrative Agent a Foreign Pledge Agreement 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 Material First Tier Foreign Subsidiary owned by such Borrower Party and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including including, without limitation, if applicable, and available to be freely transferred to the Agent pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction, 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 Material 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), (ii) such Person to deliver to the Administrative Agent such opinionsopinions of counsel (limited to U.S. counsel), documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent, (iii) 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 (iv) 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. Notify the Administrative Agent promptly after at the time that any Person becomes a Material First Tier first-tier Foreign Subsidiary (other than a JV Subsidiary) of any Credit Party or the Limited Guarantor Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, and in any event, event within 45 forty-five (45) days after such request, as such time period may be extended by the Administrative Agent in its sole discretionevent), cause (i) the applicable Credit Party or the Limited Guarantor Subsidiary, if applicable, to deliver to the Administrative Agent a Foreign Pledge Agreement Security Documents pledging sixty-five percent (65% %) of the total outstanding voting Equity Interests Capital Stock (and one hundred percent (100% %) of the non-voting Equity InterestsCapital Stock) of any such new Material First Tier Foreign Subsidiary and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including including, without limitation, if applicable, original certificated Equity Interests stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests Capital Stock of such new Material 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), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 6.2 as may be reasonably requested by the Administrative Agent, (iii) 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 (iv) 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.