Common use of Additional Guarantors and Grantors Clause in Contracts

Additional Guarantors and Grantors. Except as otherwise provided in Section 10.1(w) and subject to any applicable limitations set forth in the Security Documents, the Borrower will cause its direct or indirect Domestic Subsidiaries (other than Excluded Subsidiaries), whether existing as of the Closing Date or formed or otherwise purchased or acquired after the Closing Date, no later than 45 days after so formed, purchased, acquired, or ceasing to constitute an Excluded Subsidiary (or such longer period as the Administrative Agent may agree in its reasonable discretion), to (i) execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement, or (ii) to the extent reasonably requested by the Administrative Agent or the Collateral Agent, enter into a new Guarantee and/or Security Document substantially consistent with the analogous existing Security Documents and otherwise in form and substance reasonably satisfactory to such Administrative Agent or Collateral Agent and take all other action reasonably requested by the Collateral Agent to guarantee Obligations and grant a perfected security interest in its assets to substantially the same extent as created by the Credit Parties on the Closing Date. Notwithstanding the foregoing, (i) no U.S. Institution Subsidiary will be required to execute Guarantees if and to the extent such U.S. Institution Subsidiary is excluded from such requirement by clause (g) of the definition of “Excluded Subsidiary”, and (ii) that portion of the assets of any U.S. Institution Subsidiary that is excluded by clause (g) of the definition of “Excluded Subsidiary” from the requirement to be subject to Liens shall be excluded from the Collateral.

Additional Guarantors and Grantors. Except as otherwise provided in Section 10.1(w10.1(j) and subject to any applicable limitations set forth in the Security Documentsor (k), the Borrower will will, except to the extent prohibited by applicable law or to the extent that it would result in material adverse tax consequences for Parent and its Subsidiaries, taken as a whole, cause its (i) any direct or indirect wholly-owned Domestic Subsidiaries Subsidiary that is a Material Subsidiary (other than Excluded Subsidiaries), whether existing as of the Closing Date or any Unrestricted Subsidiary) formed or otherwise purchased or acquired after the Closing Date, no later than 45 days after so formed, purchased, acquired, or ceasing Date (including pursuant to constitute an Excluded a Permitted Acquisition) and (ii) any wholly-owned Material Subsidiary (or such longer period as other than any Unrestricted Subsidiary) that is not a Domestic Subsidiary on the Administrative Agent may agree in its reasonable discretionClosing Date but subsequently becomes a Domestic Subsidiary (other than any Unrestricted Subsidiary), in each case to (i) execute a supplement to each of the Guarantee, the Pledge Agreement Guarantee and the Security Agreement, substantially in the form of Annex B or Annex 1, as applicable, to the respective agreement in order to become a Guarantor under the Guarantee and a grantor under the Security Agreement. The Borrower will, and will cause each of the Restricted Subsidiaries to, use commercially reasonable efforts to structure the ownership of any such Domestic Subsidiary so as to avoid any such legal prohibition or material adverse tax consequences described in the immediately preceding sentence that may result from such ownership structure; provided, that the Borrower shall not be required to comply with the requirements of subclause (iii) above with respect to any Permitted Acquisition of such direct or indirect Subsidiary of the Borrower to the extent reasonably requested by that the Administrative Agent aggregate amount of (x) all Indebtedness incurred pursuant to Sections 10.1 (j) and (k) and outstanding at such time pursuant to which the Borrower has utilized (and at such time continues to utilize) the proviso to 10.1(j)(i)(y) or the Collateral Agent10.1(k)(i)(y), enter into a new Guarantee and/or Security Document substantially consistent with the analogous existing Security Documents and otherwise in form and substance reasonably satisfactory to such Administrative Agent or Collateral Agent and take all other action reasonably requested by the Collateral Agent to guarantee Obligations and grant a perfected security interest in its assets to substantially the same extent as created by the Credit Parties on the Closing Date. Notwithstanding the foregoing, (i) no U.S. Institution Subsidiary will be required to execute Guarantees if and to the extent such U.S. Institution Subsidiary is excluded from such requirement by clause (g) of the definition of “Excluded Subsidiary”respectively, and (iiy) that portion the fair market value at the time such investment was made of all investments made pursuant to Section 10.5(k) as to which the assets of any U.S. Institution Subsidiary that is excluded by clause Borrower has utilized (gand at such time continues to utilize) of the definition of “Excluded Subsidiary” from proviso thereto, does not exceed the requirement to be subject to Liens shall be excluded from the CollateralGuarantee and Collateral Exception Amount in effect at such time.

Additional Guarantors and Grantors. Except as otherwise provided in Section 10.1(w) and subject to any applicable limitations set forth in the Security Documents, the Borrower will cause its direct or indirect Domestic Subsidiaries (other than Excluded Subsidiaries), whether existing as of the Closing Date or formed or otherwise purchased or acquired after the Closing Date, no later than 45 days after so formed, purchased, acquired, or ceasing to constitute an Excluded Subsidiary (or such longer period as the Administrative Agent may agree in its reasonable discretion), to (i) execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement, or (ii) to the extent reasonably requested by the Administrative Agent or the Collateral Agent, enter into a new Guarantee and/or Security Document substantially consistent with the analogous existing Security Documents and otherwise in form and substance reasonably satisfactory to such Administrative Agent or Collateral Agent and take all other action reasonably requested by the Collateral Agent to guarantee Obligations and grant a perfected security interest in its assets to substantially the same extent as created by the Credit Parties on the Closing Date. Notwithstanding the foregoing, (i) no U.S. Institution Subsidiary will be required to execute Guarantees if and to the extent such U.S. Institution Subsidiary is excluded from such requirement by clause (g) of the definition of “Excluded Subsidiary”, and (ii) that portion of the assets of any U.S. Institution Subsidiary that is excluded by clause (g) of the definition of “Excluded Subsidiary” from the requirement to be subject to Liens shall be excluded from the Collateral.. 9.12

Additional Guarantors and Grantors. Except No later than fifteen (15) days after such time as otherwise provided in Section 10.1(w) and subject to a Credit Party or any applicable limitations set forth in the Security Documents, the Borrower will cause of its Subsidiaries forms any direct or indirect Domestic Subsidiaries (other than Excluded Subsidiaries)Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, or at any time upon the Administrative Agent’s request with respect to any Subsidiary whether existing as of the Closing Date or formed thereafter created or otherwise purchased or acquired after acquired: the Closing Date, no later than 45 days after so formed, purchased, acquired, or ceasing Credit Parties will (a) provide written notice to constitute an Excluded Subsidiary (or such longer period as the Administrative Agent may agree in its reasonable discretion), to (i) execute a supplement to each together with certified copies of the GuaranteeOrganization Documents for such Subsidiary, and (b) take all such action as may be reasonably required by the Administrative Agent to cause the applicable Subsidiary to either: (A) provide to the Administrative Agent a joinder to this Agreement, the Pledge Guarantee Agreement and the Security AgreementPledge Agreement pursuant to which such Subsidiary becomes a Credit Party hereunder and thereunder, or (iiB) guarantee the Obligations of the Credit Parties under the Credit Documents and grant a security interest in and to the extent reasonably requested by the Administrative Agent or the Collateral Agent, enter into a new Guarantee and/or Security Document substantially consistent with the analogous existing Security Documents and otherwise collateral of such Subsidiary in form and substance reasonably satisfactory to the Administrative Agent, in each case together with such Administrative Agent or Collateral Agent Control Agreements and take all other action documents, instruments and agreements reasonably requested by the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent (including being sufficient to grant the Collateral Agent a first priority Lien, subject to guarantee Obligations Permitted Liens) in and grant to the assets of such Subsidiary and to pledge all of the direct or beneficial Capital Stock in such Subsidiary. Any document, agreement, or instrument executed or issued pursuant to this Section 8.10 shall be a perfected security interest in its assets to substantially the same extent as created by the Credit Parties on the Closing DateDocument. Notwithstanding the foregoing, (i) no U.S. Institution a Foreign Subsidiary will shall be required exempt from the foregoing requirement to execute Guarantees if provide a guaranty and to collateral security, and the extent such U.S. Institution Subsidiary is excluded from such requirement by clause (g) pledge of the definition Capital Stock of “Excluded Subsidiary”, and (ii) that portion such Foreign Subsidiary shall be limited to 65% of the assets voting stock (and 100% of any U.S. Institution Subsidiary the non-voting stock) thereof that is excluded held by clause (g) of the definition of “Excluded Subsidiary” from the requirement to be subject to Liens shall be excluded from the CollateralCredit Parties.

Additional Guarantors and Grantors. (a) Except as otherwise provided in Section 10.1(w) and subject to any applicable limitations set forth in the Security Documents, the Parent Borrower will cause its direct or indirect Domestic Subsidiaries (other than Excluded Subsidiaries), whether existing as of the Closing Restatement Effective Date or formed or otherwise purchased or acquired after the Closing Restatement Effective Date, no later than 45 days after so formed, purchased, acquired, or ceasing to constitute an Excluded Subsidiary (or such longer period as the Administrative Agent may agree in its reasonable discretion), to (i) execute a supplement to each of the U.S. Obligations Guarantee, the U.S. Obligations Pledge Agreement and the U.S. Obligations Security Agreement, (ii) on and after the Foreign Obligations Effective Date and only so long as there are Loans outstanding to the Foreign Subsidiary Borrower, or other Foreign Obligations outstanding, or the Foreign Subsidiary Borrower has the right to borrow under this Agreement, execute a supplement to the Foreign Obligations Guarantees and each of the applicable Foreign Obligations Security Agreements or (iiiii) to the extent reasonably requested by the Administrative Agent or the Collateral Agent, enter into a new Guarantee and/or Security Document substantially consistent with the analogous existing Security Documents and otherwise in form and substance reasonably satisfactory to such Administrative Agent or Collateral Agent and take all other action reasonably requested by the Collateral Agent to guarantee Obligations and grant a perfected security interest in its assets to substantially the same extent as created by the U.S. Credit Parties on the Closing DateRestatement Effective Date (including actions required pursuant to Section 9.14(e)). Notwithstanding the foregoing, (i) no U.S. Institution Title IV Subsidiary will be required to execute Guarantees if and to the extent such U.S. Institution Title IV Subsidiary is excluded from such requirement by clause (g) of the definition of “Excluded Subsidiary”, and (ii) that portion of the assets of any U.S. Institution Title IV Subsidiary that is excluded by clause (g) of the definition of “Excluded Subsidiary” from the requirement to be subject to Liens shall be excluded from the Collateral.