Common use of Additional Material Foreign Subsidiaries Clause in Contracts

Additional Material Foreign Subsidiaries. In each case subject to the limitation set forth in clause (d) below, notify the Administrative Agent within five (5) Business Days after the delivery of financial statements pursuant to Section 7.1(a) or (b) for the fiscal quarters ending June 30 and December 31 of each Fiscal Year of any Person becoming a Material 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), (i) if requested by the Administrative Agent, cause the applicable Credit Party to deliver to the Administrative Agent Security Documents pledging sixty-five percent (65%) of the Equity Interests of the total outstanding Equity Interests of such Material First-Tier Foreign Subsidiary that are entitled to vote and one-hundred percent (100%) of the total outstanding Equity Interests of such Material First-Tier Foreign Subsidiary that are not entitled to vote and a consent thereto executed by such Material 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 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) in connection with the limited pledge set forth in clause (i) above, cause such Material First-Tier Foreign Subsidiary to deliver to the Administrative Agent such opinions, documents and certificates substantially similar to those referred to in Section 5.1 as may be reasonably requested by the Administrative Agent, (iii) cause such Material First-Tier Foreign Subsidiary to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Material First-Tier Foreign Subsidiary and (iv) cause such Material First-Tier Foreign Subsidiary to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with the foregoing, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Material Foreign Subsidiaries. In each case subject to the limitation set forth in clause (d) below, notify Notify the Administrative Agent within five (5) Business Days promptly after the delivery of financial statements pursuant to Section 7.1(a) or (b) for the fiscal quarters ending June 30 and December 31 of each Fiscal Year any Person becomes a Material Foreign Subsidiary of any Person becoming a Material First-Tier Foreign SubsidiaryCredit Party (other than Ubiquiti Hong Kong), 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 (i) if requested by the Administrative Agent, cause the applicable Credit Party to deliver to the Administrative Agent Security Documents pledging sixty-five percent (65%) of the Equity Interests of the total outstanding Equity Interests of such Material First-Tier Foreign Subsidiary that are entitled to vote and one-one hundred percent (100%) of the total outstanding Equity Interests of such Material First-Tier Foreign Subsidiary that are not entitled to vote and a consent thereto executed by such Material 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 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) in connection with the limited pledge set forth in clause (i) above, cause such Material First-Tier Foreign Subsidiary to deliver to the Administrative Agent such opinions, documents and certificates substantially similar to those referred to in Section 5.1 as may be reasonably requested by the Administrative Agent, Agent and (iii) cause such Material First-Tier Foreign Subsidiary to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Material First-Tier Foreign Subsidiary and (iv) cause such Material First-Tier Foreign Subsidiary to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with the foregoing, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, however, that if the pledge pursuant to this Section 7.14(b) is to provide security for a US Obligation, (x) then only Equity Interests in a Material First-Tier Foreign Subsidiary shall be pledged and (y) the pledge pursuant to this Section 7.14(b) shall be limited to sixty five percent (65%) of the Equity Interests of the total outstanding Equity Interests of such Material First-Tier Foreign Subsidiary that are entitled to vote and one hundred percent (100%) of the total outstanding Equity Interests of such Material First-Tier Foreign Subsidiary that are not entitled to vote.

Additional Material Foreign Subsidiaries. In each case subject to the limitation set forth in clause (d) below, notify Notify the Administrative Agent within five (5) Business Days promptly after the delivery of financial statements pursuant to Section 7.1(a) or (b) for the fiscal quarters ending June 30 and December 31 of each Fiscal Year any Person becomes a Material Foreign Subsidiary of any Person becoming a Material First-Tier Foreign SubsidiaryCredit Party (other than Ubiquiti Hong Kong), 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 (i) if requested by the Administrative Agent, cause the applicable Credit Party to deliver to the Administrative Agent Security Documents pledging sixty-five percent (65%) of the Equity Interests of the total outstanding Equity Interests of such Material First-Tier Foreign Subsidiary that are entitled to vote and one-one hundred percent (100%) of the total outstanding Equity Interests of such Material First-Tier Foreign Subsidiary that are not entitled to vote and a consent thereto executed by such Material 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 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) in connection with the limited pledge set forth in clause (i) above, cause such Material First-Tier Foreign Subsidiary to deliver to the Administrative Agent such opinions, documents and certificates substantially similar to those referred to in Section 5.1 as may be reasonably requested by the Administrative Agent, (iii) cause such Material First-Tier Foreign Subsidiary to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Material First-Tier Foreign Subsidiary and (iv) cause such Material First-Tier Foreign Subsidiary to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with the foregoingAgent, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, however, that if the pledge pursuant to this Section 7.14(b) is to provide security for a US Obligation, (x) then only Equity Interests in a Material First-Tier Foreign Subsidiary shall be pledged and (y) if the pledge pursuant to this Section 7.14(b) of one hundred percent (100%) of the total outstanding Equity Interests of such Material Foreign Subsidiary would cause an inclusion of income under Section 951(a)(1)(B) of the Code to a Credit Party, then the pledge pursuant to this Section 7.14(b) shall be limited to sixty five percent (65%) of the Equity Interests of the total outstanding Equity Interests of such Material First-Tier Foreign Subsidiary that are entitled to vote (or if the relevant Person shall own less than sixty five percent (65%) of such voting Equity Interests, then one hundred percent (100%) of the Equity Interests owned by such Person so long as the aggregate amount of such voting Equity Interests pledged by Credit Parties does not exceed sixty five percent (65%) of the aggregate amount of such Equity Interests entitled to vote) and one hundred percent (100%) of the total outstanding Equity Interests of such Material First-Tier Foreign Subsidiary that are not entitled to vote (it being agreed that the determination of the entitlement to vote 54537432_8 pursuant to this Section 7.14(b) shall be interpreted in accordance with Code Section 956 and the U.S. Treasury Regulations promulgated thereunder).

Additional Material Foreign Subsidiaries. In NotifyIn each case case, subject to the limitation set forth in clause (d) below, notify the Administrative Agent within five (5) Business Days promptly after the delivery of financial statements pursuant to Section 7.1(a) or (b) for the fiscal quarters ending June 30 and December 31 of each Fiscal Year of any Person becoming becomes a Material First-Tier Foreign SubsidiarySubsidiary of any Credit Party (other than Ubiquiti Hong Kong), 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 (i) if requested by the Administrative Agent, cause the applicable Credit Party to deliver to the Administrative Agent Security Documents pledging one sixty-five percent (65%) of the Equity Interests of the total outstanding Equity Interests of such Material First-Tier Foreign Subsidiary that are entitled to vote and one-hundred percent (100%) of the total outstanding Equity Interests of such Material First-Tier Foreign Subsidiary that are not entitled to vote and a consent thereto executed by such Material 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 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) in connection with the limited pledge set forth in clause (i) above, cause such Material First-Tier Foreign Subsidiary to deliver to the Administrative Agent such opinions, documents and certificates substantially similar to those referred to in Section 5.1 as may be reasonably requested by the Administrative AgentAgent and, (iii) cause such Material First-Tier Foreign Subsidiary to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Material First-Tier Foreign Subsidiary and (iv) cause such Material First-Tier Foreign Subsidiary to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with the foregoing, all in form, content and scope reasonably satisfactory to the Administrative Agent.; provided, however, that if the pledge pursuant to this Section 7.14(b) is to provide security for a US Obligation, (x) then only Equity Interests in a Material First-Tier Foreign Subsidiary shall be pledged and (y) the pledge pursuant to this Section 7.14(b) shall be limited to sixty five percent (65%) of the Equity Interests of the total outstanding Equity Interests of such Material First-Tier Foreign Subsidiary that are entitled to vote and one hundred percent (100%) of the total outstanding Equity Interests of such Material First-Tier Foreign Subsidiary that are not entitled to vote. 83 103755581_3 119311063_5