Common use of Additional Domestic Subsidiary Clause in Contracts

Additional Domestic Subsidiary. If at any time after the Closing Date the Borrower or any Subsidiary creates or acquires any Domestic Subsidiary with assets in excess of $5,000,000, then: (i) not later than the required date of delivery of the certificate required by Section 5.04(c) for the fiscal period in which such Domestic Subsidiary was formed or acquired (or such date that is no more than 60 days later as may be agreed by the Administrative Agent, in its discretion), designate such Domestic Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary in accordance with Section 5.09(b); or (ii) in the case of a Restricted Subsidiary, the Borrower shall cause such Domestic Subsidiary, not later than the required date of delivery of the certificate required by Section 5.04(c) for the fiscal period in which such Domestic Subsidiary was formed or acquired (or such date that is no more than 60 days later as may be agreed by the Administrative Agent, in its discretion), to deliver to the Administrative Agent (A) a duly executed Guarantee Joinder Agreement, and (B) such other documents and certificates as may be reasonably requested by the Administrative Agent with respect to such Domestic Subsidiary and its Guarantee Joinder Agreement, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that in the event any such Domestic Subsidiary is a Wholly Owned Subsidiary but is intended to be disposed of, in whole or in part (so that it will cease to be a Wholly Owned Subsidiary) by the Borrower or Subsidiary of the Borrower that owns the equity interests in such Domestic Subsidiary not later than the end of the fiscal quarter immediately following the fiscal quarter in which such Domestic Subsidiary was created or acquired, and such intent is provided to the Administrative Agent in a written notice not later than the required date of delivery of the certificate required by Section 5.04(c) for the fiscal period in which such Domestic Subsidiary was formed or acquired, the foregoing requirements of this Section 5.09(a)(ii) shall not be required unless such Domestic Subsidiary remains a Wholly Owned Subsidiary as of the last day of such next succeeding fiscal quarter, in which case such requirements shall be required to be satisfied in accordance with this Section 5.09(a)(ii) as if such Domestic Subsidiary had been created or acquired during such next succeeding fiscal quarter.

Additional Domestic Subsidiary. If at any time after the Closing Date the Borrower or any Subsidiary creates or acquires any Domestic Subsidiary with assets in excess of $5,000,0005,000,000 (other than in connection with a Permitted Corporate Transaction), then: (i) not later than the required date of delivery of the certificate required by Section 5.04(c) for the fiscal period in which such Domestic Subsidiary was formed or acquired (or such date that is no more than 60 days later as may be agreed by the Administrative Agent, in its discretion), designate such Domestic Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary in accordance with Section 5.09(b); or; (ii) in the case of a Restricted Subsidiary, the Borrower shall cause such Domestic Subsidiaryshall, not later than the required date of delivery of the certificate required by Section 5.04(c) for the fiscal period in which such Domestic Subsidiary was formed or acquired (or such date that is no more than 60 days later as may be agreed by the Administrative Agent, in its discretion), ) cause such Restricted Subsidiary to deliver to the Administrative Agent (A) a duly executed Guarantee Joinder Agreement, Agreement and (B) such other documents and certificates as may be reasonably requested by the Administrative Agent with respect to such Domestic Subsidiary and its Guarantee Joinder Agreement, all in form, content and scope reasonably satisfactory to the Administrative Agent; , provided that in the event any such Domestic Subsidiary is a Wholly Owned Subsidiary but is intended to be disposed of, in whole or in part (so that it will cease to be a Wholly Owned Subsidiary) by the Borrower or Subsidiary of the Borrower that owns the equity interests in such Domestic Subsidiary not later than the end of the fiscal quarter immediately following the fiscal quarter in which such Domestic Subsidiary was created or acquired, and such intent is provided to the Administrative Agent in a written notice not later than the required date of delivery of the certificate required by Section 5.04(c) for the fiscal period in which such Domestic Subsidiary was formed or acquired, the foregoing requirements of this Section 5.09(a)(ii) shall not be required unless such Domestic Subsidiary remains a Wholly Owned Subsidiary as of the last day of such next succeeding fiscal quarter, in which case such requirements shall be required to be satisfied in accordance with this Section 5.09(a)(ii) as if such Domestic Subsidiary had been created or acquired during such next succeeding fiscal quarter.

Additional Domestic Subsidiary. If at any time after the Closing Date the Borrower or any Subsidiary creates or acquires any Domestic Subsidiary with assets in excess of $5,000,0005,000,000 (other than in connection with a Permitted Corporate Transaction), then: (i) not later than the required date of delivery of the certificate required by Section 5.04(c) for the fiscal period in which such Domestic Subsidiary was formed or acquired (or such date that is no more than 60 days later as may be agreed by the Administrative Agent, in its discretion), designate such Domestic Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary in accordance with Section 5.09(b); or; (ii) in the case of a Restricted Subsidiary, the Borrower shall cause such Domestic Subsidiaryshall, not later than the required date of delivery of the certificate required by Section 5.04(c) for the fiscal period in which such Domestic Subsidiary was formed or acquired (or such date that is no more than 60 days later as may be agreed by the Administrative Agent, in its discretion), ) (A) cause such Restricted Subsidiary to deliver to the Administrative Agent (A) a duly executed Guarantee Joinder Agreement and if such Restricted Subsidiary owns a Wholly Owned Subsidiary that is a Restricted Subsdiary, a duly executed Security Agreement Supplement and deliver, or cause the constituent owners of such Restricted Subsidiary to deliver, each item required to be delivered pursuant to Section 4 of the Security Agreement, (B) if such Restricted Subsidiary is a Wholly-Owned Subsidiary that is a Domestic Subsidiary and any constituent owner of such Domestic Subsidiary is not a “Grantor” under the Security Agreement, cause such constituent owner to deliver to the Administrative Agent a duly executed Security Agreement Supplement from such constituent owner and (BC) such other documents and certificates as may be reasonably requested by the Administrative Agent with respect to such Domestic Subsidiary and its Guarantee Joinder Agreement, all in form, content and scope reasonably satisfactory to the Administrative Agent; , provided that in the event any such Domestic Subsidiary is a Wholly Owned Subsidiary but is intended to be disposed of, in whole or in part (so that it will cease to be a Wholly Owned Subsidiary) by the Borrower or Subsidiary of the Borrower that owns the equity interests in such Domestic Subsidiary not later than the end of the fiscal quarter immediately following the fiscal quarter in which such Domestic Subsidiary was created or acquired, and such intent is provided to the Administrative Agent in a written notice not later than the required date of delivery of the certificate required by Section 5.04(c) for the fiscal period in which such Domestic Subsidiary was formed or acquired, the foregoing requirements of this Section 5.09(a)(ii) shall not be required unless such Domestic Subsidiary remains a Wholly Owned Subsidiary as of the last day of such next succeeding fiscal quarter, in which case such requirements shall be required to be satisfied in accordance with this Section 5.09(a)(ii) as if such Domestic Subsidiary had been created or acquired during such next succeeding fiscal quarter.