Common use of Additional Domestic Subsidiaries Clause in Contracts

Additional Domestic Subsidiaries. Promptly after the creation or acquisition of any Domestic Subsidiary that is not an Excluded Subsidiary or any formerly Excluded Subsidiary ceases to be an Excluded Subsidiary (and, in any event, within forty-five (45) days after such creation, acquisition or change (which change shall be determined and be deemed to have occurred at the time financial statements for the applicable period have been provided by the Borrower pursuant to this Agreement), as such time period may be extended by the Collateral Agent in its sole discretion) cause such Person or any other Person that guarantees the Senior Notes to (i) become a Guarantor by delivering to the Collateral Agent a duly executed supplement to the Guaranty Agreement and Security Agreement or such other document as the Collateral Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (subject to the exceptions specified in the Security Agreement) owned by such Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Collateral Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Collateral Agent, (iv) to the extent required by the Security Agreement, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person (to the extent certificated), (v) deliver to the Collateral Agent such updated Schedules to the Loan Documents as reasonably requested by the Collateral Agent with respect to such Person, and (vi) deliver to the Collateral Agent such other documents as may be reasonably requested by the Collateral Agent, all in form, content and scope reasonably satisfactory to the Collateral Agent.

Additional Domestic Subsidiaries. Promptly after notify the Administrative Agent of the creation or acquisition of any Domestic Subsidiary that is not a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary or any formerly Excluded Subsidiary ceases is required to be an Excluded Subsidiary become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, in any event, within forty-five thirty (4530) days after such creation, acquisition or change (which change shall be determined and be deemed to have occurred at the time financial statements for the applicable period have been provided by the Borrower pursuant to this Agreement)qualification, as such time period may be extended by the Collateral Administrative Agent in its sole discretion) , cause such Person or any other Person that guarantees the Senior Notes Domestic Subsidiary to (i) become a Guarantor by delivering to the Collateral Administrative Agent a duly executed supplement to the Guaranty Agreement and Security Agreement or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (subject to the exceptions specified in the Security Agreementother than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security DocumentDocument (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property), (iii) deliver to the Collateral Administrative Agent such opinions, documents and certificates referred to in Section 6.1 5.1 as may be reasonably requested by the Collateral Administrative Agent, (iv) to the extent required by the Security Agreementif such Equity Interests are certificated, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person (to the extent certificated)Person, (v) deliver to the Collateral Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Collateral Administrative Agent with respect to such PersonDomestic Subsidiary, and (vi) deliver to the Collateral Administrative Agent such other documents as may be reasonably requested by the Collateral Administrative Agent, all in form, content and scope reasonably satisfactory to the Collateral Administrative Agent.

Additional Domestic Subsidiaries. Promptly after Notify the COFACE Agent of the creation or acquisition of any Domestic Subsidiary that is not an Excluded Subsidiary or any formerly Excluded Subsidiary ceases to be an Excluded Subsidiary and promptly thereafter (and, and in any event, event within forty-five sixty (4560) days after such creation, acquisition or change (which change shall be determined and be deemed to have occurred at the time financial statements for the applicable period have been provided by the Borrower pursuant to this Agreementdays), as such time period may be extended by the Collateral Agent in its sole discretion) cause such Person or any other Person that guarantees the Senior Notes to person to: (ia) become a Subsidiary Guarantor by delivering to the Collateral COFACE Agent a duly executed supplement to the Guaranty Agreement and Security Guarantee Agreement or such other document as the Collateral COFACE Agent shall deem appropriate for such purpose, ; (iib) grant pledge a security interest in all Collateral owned by such Subsidiary (provided that if such Collateral consists of Capital Stock of a Foreign Subsidiary, such security interest will be limited to sixty-five per cent. (65%) of such Capital Stock (subject to the exceptions specified in provisions of Clause 3.6 (Foreign Subsidiaries Security) of the Security Stock Pledge Agreement)) owned by such Subsidiary by delivering to the Collateral COFACE Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral COFACE Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, ; (iiic) deliver to the Collateral COFACE Agent such opinions, documents and certificates referred to in Section 6.1 Schedule 2 (Conditions Precedent) as may be reasonably requested by the Collateral COFACE Agent, ; (ivd) to the extent required by the Security Agreement, deliver to the Collateral COFACE Agent such original certificated Equity Interests Capital Stock or other certificates and stock or other transfer powers evidencing the Equity Interests Capital Stock of such Person person; (to the extent certificated), (ve) deliver to the Collateral COFACE Agent such updated Schedules to the Loan Finance Documents as reasonably requested by the Collateral COFACE Agent with respect to such Person, and person; and (vif) deliver to the Collateral COFACE Agent such other documents as may be reasonably requested by the Collateral AgentCOFACE Agent (including, any “know your customer” information), all in form, content and scope reasonably satisfactory to the Collateral COFACE Agent.

Additional Domestic Subsidiaries. Promptly after In the creation or acquisition of event that (i) any Domestic Subsidiary that is not an Excluded (other than any Domestic Subsidiary existing on the Closing Date or any Receivables Entity) becomes a Material Domestic Subsidiary after the Closing Date, (ii) any Domestic Subsidiary existing on the Closing Date becomes a Material Domestic Subsidiary or (iii) any formerly Excluded Domestic Subsidiary ceases to be becomes a guarantor or an Excluded obligor, whether as a borrower or an additional borrower or co-borrower or otherwise, for or in respect of any Debt for borrowed money of the Parent Borrower or any Restricted Subsidiary in excess of $100,000,000, then in each case under clause (andi), in any event(ii) or (iii), the Parent Borrower shall promptly notify the Administrative Agent and within forty-five ninety (4590) days after such creation, acquisition or change notification (which change shall be determined and be deemed to have occurred at the time financial statements for the applicable period have been provided by the Borrower pursuant to this Agreement), as such time period may be extended by the Collateral Administrative Agent in its sole discretion) ), cause such Person or any other Person that guarantees the Senior Notes to (iA) become a Guarantor by delivering execution and delivery of a Guarantor Joinder Agreement; provided, however, that no such Person which becomes a Material Domestic Subsidiary pursuant to any such acquisition or merger shall be required to become a Guarantor if the Collateral Agent a duly executed supplement to incurrence of such obligation would violate any material agreement binding on such Person and in existence on the Guaranty Agreement and Security Agreement date of such acquisition or such other document as the Collateral Agent shall deem appropriate for such purposemerger, (iiB) grant a security interest in all Collateral (subject to the exceptions specified in the Security Collateral Agreement) owned by such Subsidiary Person by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iiiC) deliver such other documentation as the Administrative Agent may reasonably request in connection therewith, including, without limitation, certified resolutions of such Person, certified organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the Guarantor Joinder Agreement subject to customary assumptions and qualifications) and other items 93782947_8 of the type required to be delivered pursuant to Section 5.1(a), all in form, content and scope reasonably satisfactory to the Collateral Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Collateral Administrative Agent, (ivD) to if the extent required by the Security AgreementEquity Interests of such Person are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person and (to the extent certificated), (vE) deliver to the Collateral Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Collateral Administrative Agent with respect to such Person, and (vi) deliver to the Collateral Agent such other documents as may be reasonably requested by the Collateral Agent, all in form, content and scope reasonably satisfactory to the Collateral AgentDomestic Subsidiary.

Additional Domestic Subsidiaries. Promptly after Notify the BPIFAE Agent of the creation or acquisition of any Domestic Subsidiary that is not an Excluded Subsidiary or any formerly Excluded Subsidiary ceases to be an Excluded Subsidiary and promptly thereafter (and, and in any event, event within forty-five sixty (4560) days after such creation, acquisition or change (which change shall be determined and be deemed to have occurred at the time financial statements for the applicable period have been provided by the Borrower pursuant to this Agreementdays), as such time period may be extended by the Collateral Agent in its sole discretion) cause such Person or any other Person that guarantees the Senior Notes to person to: (ia) become a Subsidiary Guarantor by delivering to the Collateral BPIFAE Agent a duly executed supplement to the Guaranty Agreement and Security Guarantee Agreement or such other document as the Collateral BPIFAE Agent shall deem appropriate for such purpose, ; (iib) grant pledge a security interest in all Collateral owned by such Subsidiary (provided that if such Collateral consists of Capital Stock of a Foreign Subsidiary, such security interest will be limited to sixty‑five per cent. (65%) of such Capital Stock (subject to the exceptions specified in provisions of clause 3.6 (Foreign Subsidiaries Security) of the Security Stock Pledge Agreement)) owned by such Subsidiary by delivering to the Collateral BPIFAE Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral BPIFAE Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, ; (iiic) deliver to the Collateral BPIFAE Agent such opinions, documents and certificates referred to in Section 6.1 Schedule 2 (Conditions Precedent) as may be reasonably requested by the Collateral BPIFAE Agent, ; (ivd) to the extent required by the Security Agreement, deliver to the Collateral BPIFAE Agent such original certificated Equity Interests Capital Stock or other certificates and stock or other transfer powers evidencing the Equity Interests Capital Stock of such Person person; (to the extent certificated), (ve) deliver to the Collateral BPIFAE Agent such updated Schedules schedules to the Loan Finance Documents as reasonably requested by the Collateral BPIFAE Agent with respect to such Person, and person; and (vif) deliver to the Collateral BPIFAE Agent such other documents as may be reasonably requested by the Collateral AgentBPIFAE Agent (including, any “know your customer” information), all in form, content and scope reasonably satisfactory to the Collateral BPIFAE Agent.

Additional Domestic Subsidiaries. Promptly after Notify the BPIFAE Agent of the creation or acquisition of any Domestic Subsidiary that is not an Excluded Subsidiary or any formerly Excluded Subsidiary ceases to be an Excluded Subsidiary and promptly thereafter (and, and in any event, event within forty-five sixty (4560) days after such creation, acquisition or change (which change shall be determined and be deemed to have occurred at the time financial statements for the applicable period have been provided by the Borrower pursuant to this Agreementdays), as such time period may be extended by the Collateral Agent in its sole discretion) cause such Person or any other Person that guarantees the Senior Notes to person to: (ia) become a Subsidiary Guarantor by delivering to the Collateral BPIFAE Agent a duly executed supplement to the Guaranty Agreement and Security Guarantee Agreement or such other document as the Collateral BPIFAE Agent shall deem appropriate for such purpose; (b) accede to the Second Lien Intercreditor Agreement as a Debtor, a Subordinated Creditor and a Subordinated Debtor (iias each such term is defined in the Second Lien Intercreditor Agreement) grant pursuant to, and in accordance with, the terms of the Second Lien Intercreditor Agreement; (c) pledge a security interest in all Collateral owned by such Subsidiary (provided that if such Collateral consists of Capital Stock of a Foreign Subsidiary, such security interest will be limited to sixty‑five per cent. (65%) of such Capital Stock (subject to the exceptions specified in provisions of clause 3.6 (Foreign Subsidiaries Security) of the Security Stock Pledge Agreement)) owned by such Subsidiary by delivering to the Collateral BPIFAE Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral BPIFAE Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, ; (iiid) deliver to the Collateral BPIFAE Agent such opinions, documents and certificates referred to in Section 6.1 Schedule 2 (Conditions Precedent) as may be reasonably requested by the Collateral BPIFAE Agent, ; (ive) to the extent required by the Security Agreement, deliver to the Collateral BPIFAE Agent such original certificated Equity Interests Capital Stock or other certificates and stock or other transfer powers evidencing the Equity Interests Capital Stock of such Person person; (to the extent certificated), (vf) deliver to the Collateral BPIFAE Agent such updated Schedules schedules to the Loan Finance Documents as reasonably requested by the Collateral BPIFAE Agent with respect to such Person, and person; and (vig) deliver to the Collateral BPIFAE Agent such other documents as may be reasonably requested by the Collateral AgentBPIFAE Agent (including, any “know your customer” information), all in form, content and scope reasonably satisfactory to the Collateral BPIFAE Agent.

Additional Domestic Subsidiaries. Promptly after In the creation or acquisition of event that (i) any Domestic Subsidiary that is not an Excluded (other than any Domestic Subsidiary existing on the Closing Date or any Receivables Entity) becomes a Material Domestic Subsidiary after the Closing Date, (ii) any Domestic Subsidiary existing on the Closing Date becomes a Material Domestic Subsidiary or (iii) any formerly Excluded Domestic Subsidiary ceases to be becomes a guarantor or an Excluded obligor, whether as a borrower or an additional borrower or co-borrower or otherwise, for or in respect of any Debt for borrowed money of the Parent Borrower or any Restricted Subsidiary in excess of $100,000,000, then in each case under clause (andi), in any event(ii) or (iii), the Parent Borrower shall promptly notify the Administrative Agent and within forty-five ninety (4590) days after such creation, acquisition or change notification (which change shall be determined and be deemed to have occurred at the time financial statements for the applicable period have been provided by the Borrower pursuant to this Agreement), as such time period may be extended by the Collateral Administrative Agent in its sole discretion) ), cause such Person or any other Person that guarantees the Senior Notes to (iA) become a Guarantor by delivering execution and delivery of a Guarantor Joinder Agreement; provided, however, that no such Person which becomes a Material Domestic Subsidiary pursuant to any acquisition or merger shall be required to become a Guarantor if the Collateral Agent a duly executed supplement to incurrence of such obligation would violate any material agreement binding on such Person and in existence on the Guaranty Agreement and Security Agreement date of such acquisition or such other document as the Collateral Agent shall deem appropriate for such purposemerger, (iiB) grant a security interest in all Collateral (subject to the exceptions specified in the Security Collateral Agreement) owned by such Subsidiary Person by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iiiC) deliver such other documentation as the Administrative Agent may reasonably request in connection therewith, including, without limitation, certified resolutions of such Person, certified organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the Guarantor Joinder Agreement subject to customary assumptions and qualifications) and other items of the type required to be delivered pursuant to Section 5.1(a), all in form, content and scope reasonably satisfactory to the Collateral Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Collateral Administrative Agent, (ivD) to if the extent required by the Security AgreementEquity Interests of such Person are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person and (to the extent certificated), (vE) deliver to the Collateral Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Collateral Administrative Agent with respect to such Person, and (vi) deliver to the Collateral Agent such other documents as may be reasonably requested by the Collateral Agent, all in form, content and scope reasonably satisfactory to the Collateral AgentDomestic Subsidiary.

Additional Domestic Subsidiaries. Promptly after the creation or acquisition of any Domestic Subsidiary that is not an Excluded Subsidiary or any formerly Excluded Subsidiary ceases to be an Excluded Subsidiary (and, in any event, within forty-five (45) days after such creation, acquisition or change (which change shall be determined and be deemed to have occurred at the time financial statements for the applicable period have been provided by the Borrower Company pursuant to this Agreement), as such time period may be extended by the Collateral Agent in its sole discretion) cause such Person or any other Person that guarantees the Senior Notes to (i) become a Guarantor by delivering to the Collateral Agent a duly executed Joinder Agreement and supplement to the Guaranty Agreement and Security Agreement or such other document as the Collateral Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (subject to the exceptions specified in the Security Agreement) owned by such Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Collateral Agent such opinions, documents and certificates referred to in Section 6.1 4.01 as may be reasonably requested by the Collateral Agent, (iv) to the extent required by the Security Agreement, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person (to the extent certificated), (v) deliver to the Collateral Agent such updated Schedules to the Loan Documents as reasonably requested by the Collateral Agent with respect to such Person, and (vi) deliver to the Collateral Agent such other documents as may be reasonably requested by the Collateral Agent, all in form, content and scope reasonably satisfactory to the Collateral Agent.

Additional Domestic Subsidiaries. Promptly after the creation or acquisition of any Domestic Subsidiary that is not an Excluded Subsidiary or any formerly Excluded Subsidiary ceases to be an Excluded Subsidiary (and, in any event, within forty-five thirty (4530) days after such creation, acquisition creation or change (which change shall be determined and be deemed to have occurred at the time financial statements for the applicable period have been provided by the Borrower pursuant to this Agreement)acquisition, as such time period may be extended by the Collateral Agent Lender in its sole discretionPermitted Discretion) Borrowers shall deliver or cause to be delivered to Lender Security Documents pledging one hundred percent (100%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new Domestic Subsidiary, and cause such Person or any other Person that guarantees the Senior Notes to (i) become a Borrower or a Guarantor by delivering to the Collateral Agent Lender a duly executed Guaranty or a supplement or joinder to the Guaranty this Agreement and Security Agreement or to an existing Guaranty, as applicable, or such other document as the Collateral Agent Lender shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (subject to the exceptions specified in the Security Agreement) owned by such Subsidiary by delivering to the Collateral Agent Lender a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent Lender shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Collateral Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Collateral Agent, (iv) to the extent required by the Security Agreement, deliver to the Collateral Agent Lender such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person (to the extent certificated)Person, (viv) deliver to the Collateral Agent Lender such updated Schedules to the Loan Documents as reasonably requested by the Collateral Agent Lender with respect to such Person, and (viv) deliver to the Collateral Agent Lender such other documents and certificates as may be reasonably requested by the Collateral AgentXxxxxx, all in form, content and scope reasonably satisfactory to the Collateral AgentLender.

Additional Domestic Subsidiaries. Promptly The Company will, and will cause each of its Subsidiaries to, promptly after the creation or acquisition of any Domestic Subsidiary that is not an Excluded Subsidiary or any formerly Excluded Subsidiary ceases to be an Excluded Subsidiary (and, in any event, within forty-five (45) 45 days after such creation, acquisition or change (which change shall be determined and be deemed to have occurred at the time financial statements for the applicable period have been provided by the Borrower Company pursuant to this Agreement), as such time period may be extended by the Collateral Agent in its sole discretion) cause such Person or any other Person that guarantees the Senior Notes obligations under any Material Credit Facility to (i) become a Guarantor by delivering to the Collateral Agent (with a copy to each holder of Notes) a duly executed supplement to the Subsidiary Guaranty Agreement and Security Agreement or such other document as the Collateral Agent Required Holders shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (subject to the exceptions specified in the Security Agreement) owned by such Subsidiary by delivering to the Collateral Agent (with a copy to each holder of Notes) a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent or the Required Holders shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Collateral Agent (with a copy to each holder of Notes) such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Collateral AgentAgent or the Required Holders, (iv) to the extent required by the Security Agreement, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person (to the extent certificated), (v) deliver to the Collateral Agent and the holders of Notes such updated Schedules to the Loan Transaction Documents as reasonably requested by the Collateral Agent or the Required Holders with respect to such Person, and (vi) deliver to the Collateral Agent (with a copy to each holder of Notes) such other documents as may be reasonably requested by the Collateral AgentAgent or the Required Holders, all in form, content and scope reasonably satisfactory to the Collateral AgentAgent and the Required Holders.

Additional Domestic Subsidiaries. Promptly after notify the Administrative Agent of (i) the creation or acquisition of any Domestic Subsidiary that is not an Excluded Subsidiary or any formerly Excluded Foreign Subsidiary to the extent that a guaranty of such Foreign Subsidiary of the Secured Obligations would not have a material adverse consequence for the Borrower or any other Credit Party or result in a violation of Applicable Law (in each case other than an Immaterial Subsidiary) or (ii) a Subsidiary ceases to be an Excluded Subsidiary (Immaterial Subsidiary, and, in any event, within forty-five (45) days after such creation, acquisition or change in status (which change shall be determined and be deemed to have occurred at the time financial statements for the applicable period have been provided by the Borrower pursuant to this Agreement), as such time period may be extended by the Collateral Administrative Agent in its sole discretion) cause such Person or any other Person that guarantees the Senior Notes to (iA) become a Subsidiary Guarantor by delivering to the Collateral Administrative Agent a duly executed supplement to the Guaranty Agreement and Security Agreement or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose, (iiB) grant a security interest in all Collateral (subject to the exceptions specified in the Security Collateral Agreement) owned by such Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iiiC) deliver to the Collateral Administrative Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Collateral Administrative Agent, (ivD) to the extent required by the Security Agreementif such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person (to the extent certificated)Person, (vE) deliver to the Collateral Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Collateral Administrative Agent with respect to such Person, and (viF) deliver to the Collateral Administrative Agent such other documents as may be reasonably requested by the Collateral Administrative Agent, all in form, content and scope reasonably satisfactory to the Collateral Administrative Agent.

Additional Domestic Subsidiaries. Promptly after Notify the Administrative Agent of the creation or acquisition of any Domestic Subsidiary that is not an Excluded Subsidiary or any formerly Excluded Subsidiary ceases to be an Excluded Subsidiary and promptly thereafter (and, and in any event, event within forty-five thirty (4530) days after such creation, creation or acquisition or change (which change shall such later time as may be determined and be deemed to have occurred at the time financial statements for the applicable period have been provided by the Borrower pursuant to this Agreement), as such time period may be extended by the Collateral Administrative Agent in its sole discretion) ), cause such Person or any other Person that guarantees the Senior Notes Domestic Subsidiary, and cause each direct and indirect parent of such Domestic Subsidiary (if it has not already done so), to (i) become a Global Guarantor by delivering to the Collateral Administrative Agent a duly executed supplement to the Guaranty Agreement and Security Agreement joinder agreement or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (subject to the exceptions specified in the Security Collateral Agreement, and excluding any grant of a security interest by Pericom in any Equity Interests in any Foreign Subsidiaries of Pericom in existence on the 2015 Incremental Term Draw Date; provided that if any such Foreign Subsidiaries of Pericom continue to be First-Tier Foreign Subsidiaries of Pericom at any time on or after June 30, 2017 then Pericom shall be required to comply with this Section 6.12 with respect to the grant of a security interest in any Equity Interests in any such continuing First-Tier Subsidiaries of Pericom) owned by such Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Collateral Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Collateral Document, (iii) deliver to the Collateral Administrative Agent such opinions, documents and certificates referred to in Section 6.1 4.01 as may be reasonably requested by the Collateral Administrative Agent, (iv) to the extent required by the Security Agreement, deliver to the Collateral Administrative Agent such original certificated certificates representing the Pledged Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person (to the extent certificated)accompanied by undated irrevocable stock powers executed in blank, (v) deliver to the Collateral Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Collateral Administrative Agent with respect to such Person, and (vi) deliver to the Collateral Administrative Agent such other documents as may be reasonably requested by the Collateral Administrative Agent, all in form, content and scope reasonably satisfactory to the Collateral Administrative Agent.

Additional Domestic Subsidiaries. Promptly after Notify the COFACE Agent of the creation or acquisition of any Domestic Subsidiary that is not an Excluded Subsidiary or any formerly Excluded Subsidiary ceases to be an Excluded Subsidiary and promptly thereafter (and, and in any event, event within forty-five sixty (4560) days after such creation, acquisition or change (which change shall be determined and be deemed to have occurred at the time financial statements for the applicable period have been provided by the Borrower pursuant to this Agreementdays), as such time period may be extended by the Collateral Agent in its sole discretion) cause such Person or any other Person that guarantees the Senior Notes to person to: (ia) become a Subsidiary Guarantor by delivering to the Collateral COFACE Agent a duly executed supplement to the Guaranty Agreement and Security Guarantee Agreement or such other document as the Collateral COFACE Agent shall deem appropriate for such purpose, ; (iib) grant pledge a security interest in all Collateral owned by such Subsidiary (provided that if such Collateral consists of Capital Stock of a Foreign Subsidiary, such security interest will be limited to sixty-five per cent. (65%) of such Capital Stock (subject to the exceptions specified in provisions of clause 3.6 (Foreign Subsidiaries Security) of the Security Stock Pledge Agreement)) owned by such Subsidiary by delivering to the Collateral COFACE Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral COFACE Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, ; (iiic) deliver to the Collateral COFACE Agent such opinions, documents and certificates referred to in Section 6.1 Schedule 2 (Conditions Precedent) as may be reasonably requested by the Collateral COFACE Agent, ; (ivd) to the extent required by the Security Agreement, deliver to the Collateral COFACE Agent such original certificated Equity Interests Capital Stock or other certificates and stock or other transfer powers evidencing the Equity Interests Capital Stock of such Person person; (to the extent certificated), (ve) deliver to the Collateral COFACE Agent such updated Schedules schedules to the Loan Finance Documents as reasonably requested by the Collateral COFACE Agent with respect to such Person, and person; and (vif) deliver to the Collateral COFACE Agent such other documents as may be reasonably requested by the Collateral AgentCOFACE Agent (including, any “know your customer” information), all in form, content and scope reasonably satisfactory to the Collateral COFACE Agent.

Additional Domestic Subsidiaries. Promptly after Notify the creation or acquisition of Administrative Agent not less than 30 days prior to the date any Person is to become a Domestic Subsidiary (including any Acquired Entity that is not an Excluded Subsidiary or any formerly Excluded Subsidiary ceases to will be an Excluded Subsidiary a Domestic Subsidiary), and promptly thereafter (and, and in any event, event within forty-five (45) 45 days after of such creation, acquisition or change (which change shall be determined and be deemed to have occurred at the time financial statements for the applicable period have been provided by the Borrower pursuant to this Agreementnotice), as such time period may be extended by the Collateral Agent in its sole discretion) cause such Person or any other Person that guarantees the Senior Notes to (ia) become a Guarantor by executing and delivering to the Collateral Administrative Agent a duly executed supplement to Guaranty in the form attached as Exhibit E or a counterpart of the Guaranty Agreement and Security Agreement or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose, (iib) grant deliver Security Documents granting a security interest in all Collateral (subject Lien to the exceptions specified Administrative Agent for the benefit of the Lenders in such Person's Property to secure the Obligations together with any other documents, agreements, instruments, or actions necessary to create an Acceptable Security AgreementInterest in such collateral, (c) owned deliver a Pledge Agreement duly executed by the Borrower (or such Subsidiary as may own such Person), pledging 100% of the equity interests held by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document Borrower (or such Subsidiary) in such Person, together with stock certificates, stock powers executed in blank, UCC-1 financing statements, and any other document as the Collateral Agent shall deem appropriate for documents, agreements, on instruments necessary to create an Acceptable Security Interest in such purpose and comply with the terms of each applicable Security Document, equity interests; (iiid) deliver copies of the organizational documents of such Person certified to be true and correct by an officer of such Person; and (e) deliver favorable opinions of counsel to such Person (which shall cover, among other things, the Collateral Agent such opinionslegality, documents validity, binding effect and certificates enforceability of the documentation referred to in Section 6.1 as may be reasonably requested by the Collateral Agent, clauses (iv) to the extent required by the Security Agreement, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person (to the extent certificateda), (vb), (c) deliver to the Collateral Agent such updated Schedules to the Loan Documents as reasonably requested by the Collateral Agent with respect to such Person, and (vid)) deliver to for the Collateral benefit of the Administrative Agent such other documents as may be reasonably requested by the Collateral AgentLenders and the L/C Issuer, all in form, content and scope reasonably satisfactory to the Collateral Administrative Agent. Administrative Agent shall promptly deliver copies of all such documents to each Lender.

Additional Domestic Subsidiaries. Promptly after following the creation or acquisition of date any Person becomes a Domestic Subsidiary that is not an Excluded Subsidiary or any formerly Excluded Subsidiary ceases to be an Excluded Subsidiary (and, in any event, within forty-five (45) days after such whether by creation, acquisition or change otherwise) and in any event within 45 days after such date (which change shall be determined and be deemed to have occurred at the time financial statements for the applicable period have been provided by the Borrower pursuant to this Agreement), as such time period may be extended by the Collateral Administrative Agent in its sole discretion), (i) cause such Person or any other Person that guarantees the Senior Notes to (iA) become a Guarantor by delivering to the Collateral Administrative Agent a duly executed supplement joinder to the Guaranty Agreement and Security Agreement Guarantee or such other document document(s) as the Collateral Administrative Agent shall deem appropriate for such purpose, (iiB) grant a security interest in all Collateral of its tangible and intangible personal property now owned or hereafter acquired (subject to the any exceptions specified in the Security Agreementapplicable Collateral Document and other exceptions to be agreed at such time) owned by such Subsidiary Person by delivering to the Collateral Administrative Agent a duly executed supplement joinder to each applicable of the Guaranty and Security Document Agreement and the Pledge Agreement or such other document document(s) as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Documentpurpose, (iiiC) deliver to the Collateral Administrative Agent such opinions, documents and certificates referred to in Section 6.1 4.1 as may be reasonably requested by the Collateral Agent, Administrative Agent and (iv) to the extent required by the Security Agreement, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person (to the extent certificated), (vD) deliver to the Collateral Agent such updated Schedules to the Loan Documents as reasonably requested by the Collateral Agent with respect to such Person, and (vi) deliver to the Collateral Administrative Agent such other documents as may be reasonably requested by the Collateral AgentAdministrative Agent in connection with the foregoing, all in form, content and scope reasonably satisfactory to the Collateral Administrative Agent and (ii) cause each Loan Party owning Equity Interests in such Subsidiary to deliver to the Administrative Agent (A) a duly executed joinder or supplement to the Pledge Agreement pledging (or evidencing a prior pledge of) 100% of the total Equity Interests owned by a Loan Party in such Subsidiary or such other document(s) as the Administrative Agent shall reasonably deem appropriate for such purpose, together with all original certificates (or equivalent document) evidencing such Equity Interests (if any) and appropriate undated stock or other transfer powers for each such certificate duly executed in blank by the registered owner thereof, if applicable, (B) such opinions, documents and certificates referred to in Section 4.1 as may be reasonably requested by the Administrative Agent and (C) 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 Domestic Subsidiaries. Promptly after the creation or acquisition of any Domestic Restricted Subsidiary that is not an Excluded Subsidiary or any formerly Excluded Subsidiary ceases to be an Excluded a Domestic Subsidiary (and, in any event, within forty-five thirty (4530) days after such creation, acquisition creation or change (which change shall be determined and be deemed to have occurred at the time financial statements for the applicable period have been provided by the Borrower pursuant to this Agreement)acquisition, as such time period may be extended by the Collateral Administrative Agent in its sole discretion) cause such Person or any other Person that guarantees the Senior Notes to (i) become a Guarantor by delivering to the Collateral Administrative Agent a duly executed supplement to the Guaranty Agreement and Security Agreement or such other document as the Collateral Administrative Agent shall reasonably deem appropriate for such purpose, (ii) grant a security interest in all Collateral (subject to the exceptions specified in the Security AgreementDocuments and any thresholds and exclusions set forth in this Section 8.13) owned by such Subsidiary Person by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Collateral Administrative Agent such opinions, documents and certificates referred to in Section 6.1 and applicable to such Person as may be reasonably requested by the Collateral Administrative Agent, (iv) to the extent required by the Security Agreement, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the certificated Equity Interests of such Person (to the extent certificated)owned by any Credit Party, (v) deliver to the Collateral Administrative Agent such updated Schedules to the Loan Security Documents as reasonably requested by the Collateral Administrative Agent with respect to such Person, and (vi) deliver to the Collateral Administrative Agent such other documents as may be reasonably requested by the Collateral Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing or any provision of any Loan Document to the contrary, in no event shall (i) any Excluded Subsidiary become a Guarantor or pledge or grant a security interest in any of its assets as Collateral Agentor (ii) more than 65% of the voting Equity Interests and 100% of the non-voting Equity Interests in any Excluded Subsidiary be pledged as Collateral.

Additional Domestic Subsidiaries. Promptly after Notify the Agent of the creation or acquisition of any Domestic Subsidiary that is not an Excluded Subsidiary or any formerly Excluded Subsidiary ceases to be an Excluded Subsidiary and promptly thereafter (and, and in any event, event within forty-five sixty (4560) days after such creation, acquisition or change (which change shall be determined and be deemed to have occurred at the time financial statements for the applicable period have been provided by the Borrower pursuant to this Agreementdays), as such time period may be extended by the Collateral Agent in its sole discretion) cause such Person or any other Person that guarantees the Senior Notes to person to: (ia) become a Subsidiary Guarantor by delivering to the Collateral Agent a duly executed supplement to the Guaranty Agreement and Security Guarantee Agreement or such other document as the Collateral Agent shall deem appropriate for such purpose; (b) accede to the Intercreditor Agreement as a Debtor, a Subordinated Creditor and a Subordinated Debtor (iias each term is defined in the Intercreditor Agreement) grant pursuant to, and in accordance with, the terms of the Intercreditor Agreement; (c) pledge a security interest in all Collateral owned by such Subsidiary (provided that if such Collateral consists of Capital Stock of a Foreign Subsidiary, such security interest will be limited to sixty‑five per cent. (65%) of such Capital Stock (subject to the exceptions specified in provisions of clause 3.6 (Foreign Subsidiaries Security) of the Security Stock Pledge Agreement)) owned by such Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, ; (iiid) deliver to the Collateral Agent such opinions, documents and certificates referred to in Section 6.1 Schedule 2 (Conditions Precedent) as may be reasonably requested by the Collateral Agent, ; (ive) to the extent required by the Security Agreement, deliver to the Collateral Agent such original certificated Equity Interests Capital Stock or other certificates and stock or other transfer powers evidencing the Equity Interests Capital Stock of such Person person; (to the extent certificated), (vf) deliver to the Collateral Agent such updated Schedules schedules to the Loan Finance Documents as reasonably requested by the Collateral Agent with respect to such Person, and person; and (vig) deliver to the Collateral Agent such other documents as may be reasonably requested by the Collateral AgentAgent (including, any “know your customer” information), all in form, content and scope reasonably satisfactory to the Collateral Agent.