Common use of Additional Foreign Subsidiaries Clause in Contracts

Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after any Person becomes a First Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, in any event, within 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 First Tier Foreign Subsidiary and a consent thereto executed by such new 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 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 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.

Additional Foreign Subsidiaries. Notify Except with respect to any newly created or acquired Subsidiary SPC, notify the Administrative Agent promptly after at the time that any Person becomes a First Tier first tier Foreign Subsidiary of US Borrower or any Domestic Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, and in any event, event within forty 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 US Borrower or the applicable Credit Party Domestic Subsidiary 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 Capital Stock of such new Foreign Subsidiary, one hundred percent (100%) of the total outstanding 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 First Tier Foreign Subsidiary Capital Stock and a consent thereto executed by such new First Tier Foreign Subsidiary (including including, without limitation, if applicable, original certificated Equity Interests stock certificates or other certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests capital stock or other ownership 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), (ii) upon reasonable request of the Administrative Agent, such Person to deliver to the Administrative Agent such documents and certificates ​ ​ referred to in Section 6.1 5.2 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 respect to such PersonPerson and (iv) such Person to deliver to the Administrative Agent such other documents (including, without limitation, favorable legal opinions) 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 First First-Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, in any event, within 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) (or, in each case, such percentage as would not result in adverse federal income tax consequences for Holdings) of any such new First First-Tier Foreign Subsidiary and a consent thereto executed by such new 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 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) 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 5.1 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 PersonPerson 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 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 forty 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 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, or such percentage as lesser pledge amount if any adverse tax consequence would not result in adverse federal income tax consequences for Holdingstherefrom at the discretion of the Administrative Agent) of any such new First Tier Foreign Subsidiary and a consent thereto executed by such new 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 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 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, and (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 PersonPerson and (iv) such applicable Loan Party to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent or any Lender, all in form, content and scope reasonably satisfactory to the Administrative Agent or such Lender.

Additional Foreign Subsidiaries. Notify Except with respect to any newly created or acquired Subsidiary SPC, notify the Administrative Agent promptly after at the time that any Person becomes a First Tier first tier Foreign Subsidiary of Borrower or any Domestic Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, and in any event, event within forty forty-five (45) days after such request, as such time period may be extended by the Administrative Agent in its sole discretionnotification), cause (i) to the extent required by Section 8.13, cause the Borrower or the applicable Credit Party Domestic Subsidiary 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 Capital Stock of such new Foreign Subsidiary, one hundred percent (100%) of the total outstanding 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 First Tier Foreign Subsidiary Capital Stock and a consent thereto executed by such new First Tier Foreign Subsidiary (including including, without limitation, if applicable, original certificated Equity Interests stock certificates or other certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests capital stock or other ownership 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), (ii) upon reasonable request of the Administrative Agent, cause such Person to deliver to the Administrative Agent such documents and certificates ​ ​ referred to in Section 6.1 5.2 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 respect to such PersonPerson and (iv) cause such Person to deliver to the Administrative Agent such other documents (including, without limitation, favorable legal opinions) as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Foreign Subsidiaries. (1) Notify the Administrative Agent promptly after at the time that any Person becomes a First Tier first tier Foreign Subsidiary of the Borrower or any Domestic Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, and in any event, event within forty forty-five (45) days after such request, as such time period may be extended by the Administrative Agent in its sole discretionnotification), cause (iA) the Borrower or the applicable Credit Party Domestic Subsidiary 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) (or, in each case, such percentage as would not result in adverse federal income tax consequences for Holdings) of any such new First Tier Foreign Subsidiary and a consent thereto executed by such new 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 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), (iiB) upon reasonable request of such Foreign Subsidiary to deliver to the Administrative Agent, Agent certified copies of such Person Foreign Subsidiary’s formation and governing documents and/or agreements and (C) such Foreign Subsidiary to deliver to the Administrative Agent such other documents and certificates ​ ​ referred to in Section 6.1 (including, without limitation, favorable legal opinions) as may be reasonably requested by the Administrative Agent, all in form, content and (iii) such Person to deliver scope reasonably satisfactory to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such PersonAgent. (2) If:

Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after any Person becomes a First Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, in any event, within 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 First Tier Foreign Subsidiary and a consent thereto executed by such new 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 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.

Additional Foreign Subsidiaries. Notify Promptly, and in any event within ten (10) Business Days, notify the Administrative Agent promptly after that any Person becomes has become a First Tier Foreign SubsidiarySubsidiary or FSHCO, and at the request of the Administrative Agent, promptly thereafter (and, and in any event, event within forty thirty-five (4535) days after such requestnotification, as such which time period may be extended by at 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 sixty-five percent (65%) of the total outstanding voting Equity Interests Capital Stock (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 HoldingsCapital Stock) of any such new First Tier Foreign Subsidiary or FSHCO and a consent thereto executed by such new First Tier Foreign Subsidiary or FSHCO (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 such percentage of the Equity Interests Capital Stock of such new First Tier Foreign SubsidiarySubsidiary or FSHCO, 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 documents and certificates ​ ​ with respect to Collateral referred to in Section 6.1 6.2 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 reasonably requested by the Administrative Agent with regard to such PersonPerson and (iv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent reasonably in advance of the relevant deadline, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Foreign Subsidiaries. Notify the Administrative Agent Borrowers shall notify Lender promptly after any Person becomes a First Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, in any event, within forty five thirty (4530) days after such requestnotification, as such time period may be extended by the Administrative Agent Lender in its sole discretionPermitted Discretion), cause (i) the applicable Credit Loan Party to deliver to Lender Security Documents pledging (A) one hundred percent (100%) of the Administrative Agent total outstanding Equity Interests of any such new First Tier Foreign Subsidiary which is a Foreign Pledge Agreement pledging pass through entity, or (B) sixty-five six percent (6566%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the any non-voting Equity Interests) (or, in each case, such percentage as would not result in adverse federal income tax consequences for Holdings) Interests of any such new First Tier Foreign Subsidiary and which is a corporation (a non-pass through entity) and, in each case, a consent thereto executed by such new 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 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 Lender such updated Schedules to the Administrative Agent such documents and certificates ​ ​ referred to in Section 6.1 Loan Documents as may be reasonably requested by the Administrative AgentLender with regard to such Person, and (iii) such Person to deliver to the Administrative Agent Lender such updated Schedules to the Loan Documents other documents and certificates as may be reasonably requested by the Administrative Agent with regard ▇▇▇▇▇▇, all in form, content and scope reasonably satisfactory to such PersonLender.

Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after any Person becomes a First Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, in any event, within 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 (x) no more than sixty-five percent (65%) of the total outstanding all voting Equity Interests and (and y) one hundred percent (100%) of the non-voting all other outstanding Equity Interests) (or, in each case, such percentage as would not result in adverse federal income tax consequences for Holdings) Interests of any such new First Tier Foreign Subsidiary and a consent thereto executed by such new 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 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 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 reasonably requested by the Administrative Agent with regard to such PersonPerson and (iii) 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 documents governed by the law of any non-U.S. jurisdiction and no legal opinions will be required in connection with the pledge of any Equity Interests of a Foreign Subsidiary.