Common use of Additional Domestic Subsidiaries Clause in Contracts

Additional Domestic Subsidiaries. If any Loan Party shall form or directly acquire all or substantially all of the outstanding Equity Interests of a Material Subsidiary after the Closing Date, or a Subsidiary becomes a domestic Material Subsidiary after the Closing Date, the Borrower will notify the Administrative Agent and the Collateral Agent thereof and such Loan Party will cause such Subsidiary to become a Loan Party hereunder and under each applicable Collateral Document within fifteen (15) Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Secured Obligations as the Administrative Agent or the Collateral Agent shall reasonably request in accordance with and subject to the Collateral Documents; provided that (i) Mortgages shall only be required in respect of Material Real Property and (ii) notwithstanding the foregoing, no Subsidiary will be required to become or remain a Guarantor or provide or maintain a Lien on any of its assets as security for any of the Obligations (A) if such Subsidiary is not a wholly-owned Subsidiary; (B) to the extent doing so would (1) in the case of any CFC or any assets of a CFC, result in any materially adverse tax consequences or (2) be prohibited by any applicable law; (C) such Person is an Excluded Subsidiary, or (D) if, in the reasonable judgment of the Administrative Agent and the Borrower, the cost of providing a Guarantee Obligation hereunder is excessive in relation to the benefits to be obtained by the Lender Parties therefrom. If any certificated shares of Equity Interests of any such Subsidiary, or any Debt of any such Subsidiary exceeding $1,000,000, are owned by or on behalf of any Loan Party, such Loan Party will cause such shares and promissory notes evidencing such Debt to be pledged to secure the Secured Obligations within fifteen (15) Business Days after such Subsidiary is formed or such shares of Equity Interests or Debt are acquired (except that, if such Subsidiary is a Foreign Subsidiary, shares of Equity Interests of Dxxx—Revolving Credit and Guaranty Agreement such Subsidiary to be pledged shall be limited to 65% of the outstanding shares of Equity Interests of such Subsidiary).

Additional Domestic Subsidiaries. If any Loan Party shall form Subject to clause (b) below, within thirty (30) days (or directly acquire all or substantially all of the outstanding Equity Interests of a Material Subsidiary after the Closing Date, or a Subsidiary becomes a domestic Material Subsidiary after the Closing Date, the Borrower will notify such later date as the Administrative Agent and the Collateral Agent thereof and such Loan Party Borrower may agree) after (i) the Acquisition by the Borrower or any of its Subsidiaries of any interests in any Person which becomes a direct or indirect Subsidiary of the Borrower (other than a Foreign Subsidiary, an Immaterial Subsidiary or a Receivables Subsidiary), or (ii) the formation of any new direct or indirect Subsidiary of the Borrower (other than a Foreign Subsidiary, an Immaterial Subsidiary or a Receivables Subsidiary), (A) the Borrower will cause such new Subsidiary to become a Loan Party hereunder and under each applicable Collateral Document within fifteen (15) Business Days after such Subsidiary is formed or acquired and promptly take such actions provide to create and perfect Liens on such Subsidiary’s assets to secure the Secured Obligations as the Administrative Agent (1) an executed Addendum to Security Agreement, together with appropriate UCC-1 financing statements, (2) an executed Trademark Security Agreement, Patent Security Agreement or Copyright Security Agreement, if applicable and appropriate, together with appropriate recording instruments, (3) an executed Addendum to Subsidiary Guaranty; provided, that notwithstanding anything herein to the contrary no Foreign Subsidiary. Immaterial Subsidiary or Receivables Subsidiary will execute a Guaranty or grant a Security Interest or Lien in any of its assets or property to secure such Guaranty, (4) an executed Pledge Agreement Supplement, and (5) an executed certificate of the secretary (or similar Authorized Signatory) for such new Subsidiary, together with appropriate attachments; and (B) if such acquired or new Subsidiary is a direct Subsidiary of the Borrower, the Borrower will, or if such acquired or new Subsidiary is a direct Subsidiary of a direct or indirect Subsidiary of the Borrower that is a Credit Party, the Borrower will cause such Credit Party to, pledge to the Administrative Agent all of the Ownership Interests (or other instruments or securities evidencing ownership) of such acquired or new Subsidiary as additional Collateral for the Obligations to be held by the Administrative Agent shall reasonably request in accordance with the terms of the Pledge Agreement and execute and deliver to the Administrative Agent all such documentation for such pledge as, in the reasonable opinion of the Administrative Agent, is necessary to grant and perfect such Liens on and subject to the Collateral terms set forth in the Security Documents; provided provided, that (i) Mortgages shall only be required in respect of Material Real Property and (ii) notwithstanding anything herein to the foregoingcontrary, no Foreign Subsidiary, Immaterial Subsidiary will or Receivables Subsidiary shall be required to become execute a Pledge Agreement (or remain a Guarantor joinder thereto). If requested by the Administrative Agent, in connection with an acquisition or provide or maintain a Lien on any of its assets as security for any of the Obligations (A) if such Subsidiary is not a wholly-owned Subsidiary; (B) to the extent doing so would (1) in the case of any CFC or any assets formation of a CFC, result in any materially adverse tax consequences or Subsidiary (2) be prohibited by any applicable law; (C) such Person is an Excluded Subsidiary, or (D) if, in the reasonable judgment of the Administrative Agent and the Borrower, the cost of providing a Guarantee Obligation hereunder is excessive in relation to the benefits to be obtained by the Lender Parties therefrom. If any certificated shares of Equity Interests of any such Subsidiary, or any Debt of any such Subsidiary exceeding $1,000,000, are owned by or on behalf of any Loan Party, such Loan Party will cause such shares and promissory notes evidencing such Debt to be pledged to secure the Secured Obligations within fifteen (15) Business Days after such Subsidiary is formed or such shares of Equity Interests or Debt are acquired (except that, if such Subsidiary is other than a Foreign Subsidiary, shares of Equity Interests of Dxxx—Revolving Credit and Guaranty Agreement such an Immaterial Subsidiary or a Receivables Subsidiary) described in this Section 5.12(a), the Borrower will deliver to be pledged the Administrative Agent legal opinions similar to those delivered on the Closing Date, which opinions shall be limited in form and substance reasonably acceptable to 65% of the outstanding shares of Equity Interests of such Subsidiary)Administrative Agent.

Additional Domestic Subsidiaries. If any Loan Party shall form Subject to clause (b) below, within thirtyforty-five (3045) days (or directly acquire all or substantially all of the outstanding Equity Interests of a Material Subsidiary after the Closing Date, or a Subsidiary becomes a domestic Material Subsidiary after the Closing Date, the Borrower will notify such later date as the Administrative Agent and the Collateral Agent thereof and such Loan Party Borrower may agree) after (i) the Acquisition by the Borrower or any of its Restricted Subsidiaries of any interests in any Person which becomes a direct or indirect Restricted Subsidiary of the Borrower (other than a Foreign Subsidiary, an Immaterial Subsidiary or a Receivablesan Excluded Subsidiary), or (ii) the formation of any new direct or indirect Restricted Subsidiary of the Borrower (other than a Foreign Subsidiary, an Immaterial Subsidiary or a Receivablesan Excluded Subsidiary), (A) the Borrower will cause such new Restricted Subsidiary to become a Loan Party hereunder and under each applicable Collateral Document within fifteen (15) Business Days after such Subsidiary is formed or acquired and promptly take such actions provide to create and perfect Liens on such Subsidiary’s assets to secure the Secured Obligations as the Administrative Agent (1) an executed Addendum to Security Agreement, together with appropriate UCC-1 financing statements, (and, if applicable, an executed joinder to any Acceptable Intercreditor Agreement in substantially the form attached as an exhibit thereto), (2) an executed Trademark Security Agreement, Patent Security Agreement or Copyright Security Agreement, if applicable and appropriate, together with appropriate recording instruments, (3) an executed Addendum to Subsidiary Guaranty; provided, that notwithstanding anything herein to the contrary no Foreign Subsidiary. Immaterial Subsidiary or ReceivablesExcluded Subsidiary will execute a Guaranty or grant a Security Interest or Lien in any of its assets or property to secure such Guaranty, (4) an executed Pledge Agreement Supplement, and (5) an executed certificate of the secretary (or similar Authorized Signatory) for such new Restricted Subsidiary, together with appropriate attachments; and (B) if such acquired or new Restricted Subsidiary is a direct Restricted Subsidiary of the Borrower, the Borrower will, or if such acquired or new Restricted Subsidiary is a direct Restricted Subsidiary of a direct or indirect Restricted Subsidiary of the Borrower that is a Credit Party, the Borrower will cause such Credit Party to, pledge to the Administrative Agent all of the Ownership Interests (or other instruments or securities evidencing ownership) of such acquired or new Restricted Subsidiary as additional Collateral for the Obligations to be held by the Administrative Agent shall reasonably request in accordance with the terms of the Pledge Agreement and execute and deliver to the Administrative Agent all such documentation for such pledge as, in the reasonable opinion of the Administrative Agent, is necessary to grant and perfect such Liens on and subject to the Collateral terms set forth in the Security Documents; provided provided, that (i) Mortgages shall only be required in respect of Material Real Property and (ii) notwithstanding anything herein to the foregoingcontrary, no Foreign Subsidiary, Immaterial Subsidiary will or ReceivablesExcluded Subsidiary shall be required to become execute a Pledge Agreement (or remain a Guarantor joinder thereto). If requested by the Administrative Agent, in connection with an acquisition or provide or maintain a Lien on any of its assets as security for any of the Obligations (A) if such Subsidiary is not a wholly-owned Subsidiary; (B) to the extent doing so would (1) in the case of any CFC or any assets formation of a CFC, result in any materially adverse tax consequences or Restricted Subsidiary (2) be prohibited by any applicable law; (C) such Person is an Excluded Subsidiary, or (D) if, in the reasonable judgment of the Administrative Agent and the Borrower, the cost of providing a Guarantee Obligation hereunder is excessive in relation to the benefits to be obtained by the Lender Parties therefrom. If any certificated shares of Equity Interests of any such Subsidiary, or any Debt of any such Subsidiary exceeding $1,000,000, are owned by or on behalf of any Loan Party, such Loan Party will cause such shares and promissory notes evidencing such Debt to be pledged to secure the Secured Obligations within fifteen (15) Business Days after such Subsidiary is formed or such shares of Equity Interests or Debt are acquired (except that, if such Subsidiary is other than a Foreign Subsidiary, shares of Equity Interests of Dxxx—Revolving Credit and Guaranty Agreement such an Immaterial Subsidiary or a Receivablesan Excluded Subsidiary) described in this Section 5.12(a), the Borrower will deliver to be pledged the Administrative Agent legal opinions similar to those delivered on the ClosingRestatement Effective Date, which opinions shall be limited in form and substance reasonably acceptable to 65% of the outstanding shares of Equity Interests of such Subsidiary)Administrative Agent.

Additional Domestic Subsidiaries. If In the event that (i) any Loan Party shall form Domestic Subsidiary (other than any Domestic Subsidiary existing on the Closing Date or directly acquire all or substantially all of the outstanding Equity Interests of 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 a (iii) any Domestic Subsidiary becomes a domestic Material guarantor or an 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 after the Closing Datein excess of $100,000,000, then in each case under clause (i), (ii) or (iii), the Parent Borrower will shall promptly notify the Administrative 110599275_6 Agent and within ninety (90) days after such notification (as such time period may be extended by the Collateral Administrative Agent thereof and such Loan Party will in its sole discretion), cause such Person to (A) become a Guarantor by 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 Loan Party hereunder Guarantor if the incurrence of such obligation would violate any material agreement binding on such Person and under in existence on the date of such acquisition or merger, (B) grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Person by delivering to the Administrative Agent a duly executed supplement to each applicable Collateral Security Document within fifteen (15) Business Days after or such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Secured Obligations other document as the Administrative Agent or shall deem appropriate for such purpose and comply with the Collateral terms of each applicable Security Document, (C) deliver such other documentation as the Administrative Agent shall may reasonably request in accordance with 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 Collateral Documents; provided that (i) Mortgages shall only be required in respect of Material Real Property and (ii) notwithstanding the foregoing, no Subsidiary will be type required to become or remain a Guarantor or provide or maintain a Lien on any of its assets as security for any of the Obligations (A) if such Subsidiary is not a wholly-owned Subsidiary; (B) be delivered pursuant to Section 5.1(a), all in form, content and scope reasonably satisfactory to the extent doing so would (1) in the case of any CFC or any assets of a CFCAdministrative Agent, result in any materially adverse tax consequences or (2) be prohibited by any applicable law; (C) such Person is an Excluded Subsidiary, or (D) if, in if the reasonable judgment of the Administrative Agent and the Borrower, the cost of providing a Guarantee Obligation hereunder is excessive in relation to the benefits to be obtained by the Lender Parties therefrom. If any certificated shares of Equity Interests of any such Subsidiary, or any Debt of any such Subsidiary exceeding $1,000,000, are owned by or on behalf of any Loan Party, such Loan Party will cause such shares and promissory notes evidencing such Debt to be pledged to secure the Secured Obligations within fifteen (15) Business Days after such Subsidiary is formed or such shares of Equity Interests or Debt are acquired (except that, if such Subsidiary is a Foreign Subsidiary, shares of Equity Interests of Dxxx—Revolving Credit and Guaranty Agreement such Subsidiary to be pledged shall be limited to 65% of the outstanding shares of Equity Interests of such Person are certificated, deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person and (E) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary).

Additional Domestic Subsidiaries. If Promptly (but in any Loan Party shall form event within five days or directly acquire all or substantially all of such longer period to which the outstanding Equity Interests of a Material Subsidiary Administrative Agent may agree in its sole discretion) after the Closing Dateacquisition or creation of any Domestic Subsidiary (or the date any Person otherwise qualifies as a Domestic Subsidiary), provide notice thereof to the Administrative Agent, and thereafter (but in any event within thirty days after such notice or a Subsidiary becomes a domestic Material Subsidiary after such longer period to which the Closing Date, the Borrower will notify Administrative Agent may agree in its sole discretion) cause to be delivered to the Administrative Agent and the Collateral Agent thereof and such Loan Party will cause such Subsidiary to become a Loan Party hereunder and under each applicable Collateral Document within fifteen (15) Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure of the Secured Obligations as the Administrative Agent or the Collateral Agent shall reasonably request in accordance with and subject to the Collateral Documents; provided that following: (i) Mortgages shall only be required in respect of Material Real Property and (ii) notwithstanding the foregoing, no unless such Domestic Subsidiary will be required to become or remain a Guarantor or provide or maintain a Lien on any of its assets as security for any of the Obligations (A) if such Subsidiary is not a wholly-owned Subsidiary; (B) to the extent doing so would (1) in the case of any CFC or any assets of a CFC, result in any materially adverse tax consequences or (2) be prohibited by any applicable law; (C) such Person is an Excluded Subsidiary, or (D) ifa Guarantor Joinder Agreement, in the reasonable judgment of the Administrative Agent and the Borrower, the cost of providing a Guarantee Obligation hereunder is excessive in relation to the benefits to be obtained duly executed by the Lender Parties therefrom. If any certificated shares of Equity Interests of any such Subsidiary; (ii) unless such Domestic Subsidiary is an Excluded Subsidiary, or any Debt of any a Security Joinder Agreement, duly executed by such Subsidiary exceeding $1,000,000, are owned by or on behalf of any Loan Party, (with all schedules thereto appropriately completed); (iii) unless such Loan Party will cause such shares and promissory notes evidencing such Debt to be pledged to secure the Secured Obligations within fifteen (15) Business Days after such Domestic Subsidiary is formed or such shares of Equity Interests or Debt are acquired (except thatan Excluded Subsidiary, if such Subsidiary is a Foreign owns Equity Interests in any other Subsidiary, shares of Equity Interests of Dxxx—Revolving Credit and Guaranty Agreement a Pledge Joinder Agreement, as applicable, duly executed by such Subsidiary to be pledged shall be limited to 65% of (with all schedules thereto appropriately completed); (iv) a Pledge Joinder Agreement or Pledge Agreement Supplement, as applicable, duly executed by each Credit Party owning the outstanding shares of Equity Interests of such Subsidiary (in either case, with all schedules thereto appropriately completed); (v) if any of the documents referenced in the foregoing clauses (i) through (iii) are delivered (or required to be delivered) and if requested by the Administrative Agent, opinions of counsel to the applicable Credit Parties and such Subsidiary with respect to the documents delivered and the transactions contemplated by this Section 7.11(a), in form and substance reasonably acceptable to the Administrative Agent; and (vi) if any of the documents referenced in the foregoing clauses (i) through (iv) are delivered (or required to be delivered), copies of the documents of the types referred to in Section 5.1(b)(i) with respect to such Subsidiary, certified by an Authorized Officer in form and substance reasonably satisfactory to the Administrative Agent. (b).

Additional Domestic Subsidiaries. If any Loan Party shall form or directly acquire all or substantially all of the outstanding Equity Interests of a Material Subsidiary after the Closing Date, or a Subsidiary becomes a domestic Material Subsidiary after the Closing Date, the Borrower will notify the Administrative Agent and the Collateral Agent thereof and such Loan Party will cause such Subsidiary to become a Loan Party hereunder and under each applicable Collateral Document within fifteen (15) Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Secured Obligations as the Administrative Agent or the Collateral Agent shall reasonably request in accordance with and subject to the Collateral Documents; provided that (i) Mortgages shall only be required in respect of Material Real Property and (ii) notwithstanding the foregoing, no Subsidiary will be required to become or remain a Guarantor or provide or maintain a Lien on any of its assets as security for any of the Obligations (A) if such Subsidiary is not a wholly-owned Subsidiary; (B) to the extent doing so would (1) in the case of any CFC or any assets of a CFC, result in any materially adverse tax consequences or (2) be prohibited by any applicable law; (C) such Person is an Excluded Subsidiary, ; or (D) if, in the reasonable judgment of the Administrative Agent and the Borrower, the cost of providing a Guarantee Obligation hereunder is excessive in relation to the benefits to be obtained by the Lender Parties Lenders therefrom. If any certificated shares of Equity Interests of any such Subsidiary, or any Debt of any such Subsidiary exceeding $1,000,000, are owned by or on behalf of any Loan Party, such Loan Party will cause such shares and promissory notes evidencing such Debt to be pledged to secure the Secured Obligations within fifteen (15) Business Days after such Subsidiary is formed or such shares of Equity Interests or Debt are acquired (except that, if such Subsidiary is a Foreign Subsidiary, shares of Equity Interests of Dxxx—Revolving Credit and Guaranty Agreement such Subsidiary to be pledged shall be limited to 65% of the outstanding shares of Equity Interests of such Subsidiary).