Common use of Additional Pledges Clause in Contracts

Additional Pledges. Within 30 days of the Borrower or any Domestic Subsidiary (other than an Excluded Subsidiary) acquiring, forming or otherwise receiving after the Effective Date any Equity Interest in a Subsidiary (other than an Unpledgeable Subsidiary), the Parent shall cause to be delivered to the Agent each of the following in form and substance satisfactory to the Agent: (i) a supplement to the Pledge Agreement executed by the Borrower or such Domestic Subsidiary, as applicable, subjecting such Equity Interests to the Lien of the Pledge Agreement, (ii) the items that would have been delivered under Sections 5.1.(a)(v), (vii), (viii), (ix) and (xxii) if such Subsidiary Equity Interests had been Collateral under the Pledge Agreement on the Effective Date and (iii) if such Equity Interests are owned by a Domestic Subsidiary that is not already a Guarantor, the items referred to in clauses (i) and (ii) of the immediately preceding subsection (a). Notwithstanding the immediately preceding sentence of this subsection, (x) in no event shall the Borrower and its Domestic Subsidiaries be required to subject to the Lien of the Pledge Agreement or any other Loan Document more than 65% (or such greater percentage that, due to a change in an Applicable Law after the Agreement Date, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interest of a Foreign Subsidiary entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) determined on a collective basis, but (y) the Borrower and its Domestic Subsidiaries shall be required to subject to the Lien of the Pledge Agreement 100% of the issued and outstanding Equity Interest of a Foreign Subsidiary not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)).

Additional Pledges. Within 30 days of the Borrower or any Domestic Subsidiary (other than an Excluded Subsidiary) acquiring, forming or otherwise receiving after the Effective Date any Equity Interest in a Foreign Subsidiary (other than an Unpledgeable that is a Material Subsidiary), the Parent Borrower shall cause to be delivered to the Agent each of the following in form and substance satisfactory to the Agent: (i) a supplement to the Pledge Agreement executed by the Borrower or such Domestic Subsidiary, as applicable, subjecting such Equity Interests to the Lien of the Pledge Agreement, (ii) the items that would have been delivered under Sections 5.1.(a)(v), 6.1.(a)(v) through (vii), (viii), (ix) and (xxiixii) if such Subsidiary Equity Interests had been Collateral under the Pledge Agreement on the Effective Date and (iii) if such Equity Interests are owned by a Domestic Subsidiary that is not already a Guarantor, the items referred to in clauses (i) and (ii) of the immediately preceding subsection (a). The Borrower shall send to each Lender copies of each of the foregoing items once the Agent has received all such items with respect to a Subsidiary. Notwithstanding the immediately preceding first sentence of this subsection, (x) in no event shall the Borrower and its or a Domestic Subsidiaries Subsidiary shall only be required to subject to the Lien of the Pledge Agreement or any other Loan Document more than (x) 65% (or such greater percentage that, due to a change in an Applicable Law after the Agreement Date, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interest of a Foreign Subsidiary entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) determined on a collective basis, but and (y) the Borrower and its Domestic Subsidiaries shall be required to subject to the Lien of the Pledge Agreement 100% of the issued and outstanding Equity Interest of a Foreign Subsidiary not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)).

Additional Pledges. Within 30 days of the Borrower or any Domestic Subsidiary (other than an Excluded Subsidiary) not already a Pledgor acquiring, forming forming, holding or otherwise receiving or owning after the Effective Date any Equity Interest in a Subsidiary or Joint Venture Subsidiary (other than an Unpledgeable SubsidiarySubsidiary or a Subsidiary or Joint Venture Subsidiary with less than $10,000 in assets in the aggregate), the Parent shall cause to be delivered to the Agent each of the following in form and substance satisfactory to the Agent: (i) a supplement to the Pledge Agreement executed by the Borrower or such Domestic Subsidiary, as applicable, subjecting such Equity Interests to the Lien of the Pledge Agreement, (ii) the items that would have been delivered under Sections 5.1.(a)(v) and (vii) (excluding any reference to the Security Agreement set forth in Section 5.1.(a)(vii)), (viiand if such Subsidiary or Joint Venture Subsidiary is a Material Subsidiary or is a Person described in Section 7.12.(a)(iii), (viiiSections 5.1.(a)(viii), (ix) and (xxii) ), if such Subsidiary or Joint Venture Subsidiary Equity Interests had would have been Collateral under the Pledge Agreement on the Effective Date and (iii) if such Equity Interests are owned by a Domestic Subsidiary that is a Material Subsidiary or is a Person described in Section 7.12.(a)(iii) and is not already a GuarantorGuarantor and is not an Excluded Subsidiary, the items referred to in clauses (i) and (ii) of the immediately preceding subsection (aSection 7.12.(a)(x). Notwithstanding the immediately preceding sentence of this subsection, (x) in no event shall the Borrower and its Domestic Subsidiaries be required to subject to the Lien of the Pledge Agreement or any other Loan Document more than 65% (or such greater percentage that, due to a change in an Applicable Law after the Agreement Date, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interest of in a Foreign Subsidiary entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) determined on a collective basis, but (y) the Borrower and its Domestic Subsidiaries shall be required to subject to the Lien of the Pledge Agreement 100% of the issued and outstanding Equity Interest of in a Foreign Subsidiary not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)).