Common use of Additional Guarantors and Pledges Clause in Contracts

Additional Guarantors and Pledges. (i) Subject to Sections 7.12(b), 7.12(c) and 12.22, and subject to the Agreed Guaranty and Security Principles, (x) cause each of Company’s Wholly-Owned Domestic Subsidiaries and Wholly-Owned U.S. Domiciled Foreign Guarantors (in each case, other than Excluded Subsidiaries) that is or becomes an Other Subsidiary Borrower or a Material Subsidiary to become a party to the Guaranty and (y) cause the direct parent (if a Wholly-Owned Domestic Subsidiary of Company or a Wholly-Owned U.S. Domiciled Foreign Guarantor of Company and, in each case, not an Excluded Subsidiary) of any such Person under clause (a)(i)(x) to become a party to the U.S. Pledge Agreement and pledge the Capital Stock in such Person that it owns in accordance with the terms hereof and thereof, in each case within 60 days (or within such longer period of time that the Collateral Agent may agree in its sole discretion) after the date such Person becomes an Other Subsidiary Borrower or a Material Subsidiary; provided that (x) Wholly-Owned U.S. Domiciled Foreign Guarantors shall not be required to guaranty, or pledge any assets in respect of, any Obligations of the U.S. Credit Parties at any time, (y) no direct parent (that is not a Wholly-Owned Domestic Subsidiary of Company) of any Wholly-Owned U.S. Domiciled Foreign Guarantor shall be required to pledge any of the Capital Stock of such Persons in respect of any Obligations of the U.S. Credit Parties at any time and (z) with respect to any Wholly-Owned Domestic Subsidiary of Company in each case that is a direct parent of any Wholly-Owned U.S. Domiciled Foreign Guarantor, such direct parent shall not be required to pledge more than 65% of the stock of such Wholly-Owned U.S. Domiciled Foreign Guarantor in respect of any Obligations of the U.S. Credit Parties at any time; provided, further, that notwithstanding anything to the contrary in any Loan Document, Wholly-Owned Domestic Subsidiaries acquired or formed in connection with the Target Acquisition, and each direct parent of any such Person, in each case that would otherwise be required to become a party to the Guaranty or the U.S. Pledge Agreement, shall not be required to become a party to the Guaranty or the U.S. Pledge Agreement until the date that is 90 days (or within such longer period of time that the Collateral Agent may agree in its sole discretion) after the date that the Target Acquisition is completed. No Credit Party shall be required to provide any guaranty of the Obligations governed by the laws of any jurisdiction other than the United States. (ii) Subject to Sections 7.12(a), 7.12(b), 7.12(c), 7.14 and 12.22, and subject to the Agreed Guaranty and Security Principles, cause the direct parent (if a Wholly-Owned Subsidiary of Company and not an Excluded Subsidiary) of each Foreign Subsidiary of Company (if any) that is an Other Subsidiary Borrower or a Material Subsidiary (other than an Excluded Subsidiary or a U.S. Domiciled Foreign Guarantor) to become a party to an Other Pledge Agreement or, solely with respect to the direct parent of a U.S. Domiciled Foreign Guarantor, a U.S. Pledge Agreement, in each case within 120 days (or within such longer period of time that Collateral Agent may agree in its sole discretion) after the date such Person becomes an Other Subsidiary Borrower or a Material Subsidiary; provided that, notwithstanding anything to the contrary in any Loan Document, no Other Pledge Agreements shall be required to be executed or delivered until the date that is 9 months (or within such longer period of time that the Collateral Agent may agree in its sole discretion) after the date that the Target Acquisition is consummated. (iii) Cause each Subsidiary that becomes a guarantor after the date hereof of obligations arising under any Permitted Debt Document and that is not at such time party to the Guaranty to become a party to the Guaranty in accordance with the terms thereof within 5 Business Days (or within such longer period of time that the Collateral Agent may agree in its sole discretion) of providing such guaranty under such Permitted Debt Document; provided, however, that this Section 7.12(a)(iii) shall not apply to Excluded Subsidiaries or to Foreign Subsidiaries that become guarantors of only obligations under one or more Permitted Debt Documents of persons that are not U.S. Persons.

Additional Guarantors and Pledges. (i) Subject to Sections 7.12(b), 7.12(c), 7.12(d) and 12.22, and subject to the Agreed Guaranty and Security Principles, (x) cause each of Company’s Wholly-Owned Domestic Subsidiaries and Wholly-Owned U.S. Domiciled Foreign Guarantors (in each case, other than Excluded Subsidiaries) that is or becomes an Other Subsidiary Borrower or a Material Subsidiary to become a party to the Guaranty and (y) cause the direct parent (if a Wholly-Owned Domestic Subsidiary of Company or a Wholly-Owned U.S. Domiciled Foreign Guarantor of Company and, in each case, not an Excluded Subsidiary) of any such Person under clause (a)(i)(x) to become a party to the U.S. Pledge Agreement and pledge the Capital Stock in such Person that it owns in accordance with the terms hereof and thereof, in each case within 60 days (or within such longer period of time that the Collateral Agent may agree in its sole discretion) after the date such Person becomes an Other Subsidiary Borrower or a Material Subsidiary; provided that (x) Wholly-Owned U.S. Domiciled Foreign Guarantors shall not be required to guaranty, or pledge any assets in respect of, any Obligations of the U.S. Credit Parties at any time, (y) no direct parent (that is not a Wholly-Owned Domestic Subsidiary of Company) of any Wholly-Owned U.S. Domiciled Foreign Guarantor shall be required to pledge any of the Capital Stock of such Persons in respect of any Obligations of the U.S. Credit Parties at any time and (z) with respect to any Wholly-Owned Domestic Subsidiary of Company in each case that is a direct parent of any Wholly-Owned U.S. Domiciled Foreign Guarantor, such direct parent shall not be required to pledge more than 65% of the stock of such Wholly-Owned U.S. Domiciled Foreign Guarantor in respect of any Obligations of the U.S. Credit Parties at any time; provided, further, that notwithstanding anything to the contrary in any Loan Document, Wholly-Owned Domestic Subsidiaries acquired or formed in connection with the Target Acquisition, and each direct parent of any such Person, in each case that would otherwise be required to become a party to the Guaranty or the U.S. Pledge Agreement, shall not be required to become a party to the Guaranty or the U.S. Pledge Agreement until the date that is 90 days (or within such longer period of time that the Collateral Agent may agree in its sole discretion) after the date that the Target Acquisition is completed. No Credit Party shall be required to provide any guaranty of the Obligations governed by the laws of any jurisdiction other than the United States... (ii) Subject to Sections 7.12(a), 7.12(b7.12 through (bd), 7.12(c), 7.14 and 12.22, and subject to the Agreed Guaranty and Security Principles, cause the direct parent (if a Wholly-Owned Subsidiary of Company and not an Excluded Subsidiary) of each Foreign Subsidiary of Company (if any) that is an Other Subsidiary Borrower or a Material Subsidiary (other than an Excluded Subsidiary or a U.S. Domiciled Foreign Guarantor) to become a party to an Other Pledge Agreement or, solely with respect to the direct parent of a U.S. Domiciled Foreign Guarantor, a U.S. Pledge Agreement, in each case within 120 days (or within such longer period of time that Collateral Agent may agree in its sole discretion) after the date such Person becomes an Other Subsidiary Borrower or a Material Subsidiary; provided that, notwithstanding anything to the contrary in any Loan Document, no Other Pledge Agreements shall be required to be executed or delivered until the date that is 9 months (or within such longer period of time that the Collateral Agent may agree in its sole discretion) after the date that the Target Acquisition is consummated... (iii) Cause each Subsidiary that becomes a guarantor after the date hereof hereofSecond Amendment Effective Date of obligations arising under any Permitted Debt Document and that is not at such time party to the Guaranty to become a party to the Guaranty in accordance with the terms thereof within 5 Business Days (or within such longer period of time that the Collateral Agent may agree in its sole discretion) of providing such guaranty under such Permitted Debt Document; provided, however, that this Section 7.12(a)(iii) shall not apply to Excluded Subsidiaries or to Foreign Subsidiaries that become guarantors of only obligations under one or more Permitted Debt Documents of persons that are not U.S. Persons.

Additional Guarantors and Pledges. (i) Subject to Sections 7.12(b), 7.12(c12.19(c) and 12.22, and subject cause each Domestic Subsidiary of Company (other than a Receivables Subsidiary) that is or becomes a Material Subsidiary to become a party to the Agreed Subsidiary Guaranty and Security Principlesthe United States Pledge Agreement in accordance with the terms thereof; (ii) Subject to Sections 12.19(c) and 12.22, (x) cause each Foreign Subsidiary of Company’s Wholly-Owned Domestic Subsidiaries and Wholly-Owned U.S. Domiciled Foreign Guarantors Company (in each case, other than Excluded Subsidiariesa Receivables Subsidiary) that is or becomes an Other Subsidiary Borrower or a Material Subsidiary to become a party to the Guaranty and (y) cause the direct parent (if a Wholly-Owned Domestic Subsidiary of Company or a Wholly-Owned U.S. Domiciled Foreign Guarantor of Company and, in each case, not an Excluded Subsidiary) of any such Person under clause (a)(i)(x) to become a party to the U.S. Pledge Agreement and pledge the Capital Stock in such Person that it owns in accordance with the terms hereof and thereof, in each case within 60 days (or within such longer period of time that the Collateral Agent may agree in its sole discretion) after the date such Person becomes an Other Subsidiary Borrower or a Material Subsidiary; provided that (x) Wholly-Owned U.S. Domiciled Foreign Guarantors shall not be required to guaranty, or pledge any assets in respect of, any Obligations of the U.S. Credit Parties at any time, (y) no direct parent (that is not a Wholly-Owned Domestic Subsidiary of Company) of any Wholly-Owned U.S. Domiciled Foreign Guarantor shall be required to pledge any of the Capital Stock of such Persons in respect of any Obligations of the U.S. Credit Parties at any time and (z) with respect to any Wholly-Owned Domestic Subsidiary of Company in each case that is a direct parent of any Wholly-Owned U.S. Domiciled Foreign Guarantor, such direct parent shall not be required to pledge more than 65% of the stock of such Wholly-Owned U.S. Domiciled Foreign Guarantor in respect of any Obligations of the U.S. Credit Parties at any time; provided, further, that notwithstanding anything to the contrary in any Loan Document, Wholly-Owned Domestic Subsidiaries acquired or formed in connection with the Target Acquisition, and each direct parent of any such Person, in each case that would otherwise be required to become a party to the Guaranty or the U.S. Pledge Agreement, shall not be required to become a party to the Guaranty or the U.S. Pledge Agreement until the date that is 90 days (or within such longer period of time that the Collateral Agent may agree in its sole discretion) after the date that the Target Acquisition is completed. No Credit Party shall be required to provide any guaranty of the Obligations governed by the laws of any jurisdiction other than the United States. (ii) Subject to Sections 7.12(a), 7.12(b), 7.12(c), 7.14 and 12.22, and subject to the Agreed Guaranty and Security Principles, cause the direct parent (if a Wholly-Owned Subsidiary of Company and not an Excluded Subsidiary) of each Foreign Subsidiary of Company (if any) that is an Other Subsidiary Borrower or a Material Subsidiary (other than an Excluded Subsidiary or a U.S. Domiciled Foreign Guarantor) to become a party to an Other Pledge Agreement orAgreement; provided, solely with respect to the direct parent of a U.S. Domiciled Foreign Guarantor, a U.S. Pledge Agreement, in each case within 120 days (or within such longer period of time that Collateral Agent may agree in its sole discretion) after the date such Person becomes an Other no Subsidiary Borrower or a Material Subsidiary; provided that, notwithstanding anything to the contrary in any Loan Document, no Other Pledge Agreements shall be required to execute such documents to the extent and for so long as any Requirement of Law (including any exchange control, financial assistance, corporate benefit, corporate interest, absence of misuse of assets, minimum capitalization, fraudulent conveyance, mandatory labor advice or similar rules or regulations, “Foreign Requirements of Law”) would be executed violated thereby or delivered until a material tax liability would be imposed which Administrative Agent determines would make the date that is 9 months (execution of such documents not commercially reasonable or within impractical if all Credit Parties and their Subsidiaries have taken all commercially reasonable steps to avoid or cure such longer period of time that the Collateral Agent may agree in its sole discretion) after the date that the Target Acquisition is consummated.violation or such liability; and (iii) Cause each Subsidiary that becomes a guarantor after the date hereof of obligations arising under any Permitted Debt Document and that is not at such time party to the Subsidiary Guaranty to become a party to the Subsidiary Guaranty in accordance with the terms thereof within 5 Business Days (or within such longer period of time that the Collateral Agent may agree in its sole discretion) of providing such guaranty under such Permitted Debt Documentthereof; provided, however, that this Section 7.12(a)(iii) shall not apply to Excluded Subsidiaries or to a Foreign Subsidiaries Subsidiary that become guarantors becomes a guarantor of only obligations under one or more Permitted Debt Documents of persons that are not U.S. PersonsUnited States persons within the meaning of Code Section 7701(a)(30).

Additional Guarantors and Pledges. (i) Subject to Sections 7.12(b), 7.12(c) and Section 12.22, and subject to the Agreed Guaranty and Security Principles, (x) cause each Domestic Subsidiary of Company’s Wholly-Owned Domestic Subsidiaries and Wholly-Owned U.S. Domiciled Foreign Guarantors Company (in each case, other than Excluded Subsidiariesa Receivables Subsidiary) that is or becomes an Other Subsidiary Borrower or a Material Subsidiary to become a party to the Subsidiary Guaranty and (y) cause the direct parent (if a Wholly-Owned Domestic Subsidiary of Company or a Wholly-Owned U.S. Domiciled Foreign Guarantor of Company and, in each case, not an Excluded Subsidiary) of any such Person under clause (a)(i)(x) to entity shall become a party to the U.S. United States Pledge Agreement and pledge the Capital Stock in such Person that it owns in accordance with the terms hereof and thereof; provided that, in the case of any Subsidiary organized under U.S. law that does not meet the definition of a “Domestic Subsidiary” by virtue of clauses (i) or (ii) in the definition thereof, such Subsidiary shall be treated as if it were a Foreign Subsidiary solely for the purposes of this Section 7.12 and the parent (if a Domestic Subsidiary) of such Subsidiary shall pledge the equity of same in accordance with the applicable provisions of Section 7.12(b)(i) below; (ii) Subject to Section 12.22, cause the parent of each case within 60 days Foreign Subsidiary of Company (other than a Receivables Subsidiary) that is or within such longer period of time that the Collateral Agent may agree in its sole discretion) after the date such Person becomes an Other Subsidiary Borrower or a Material Subsidiary; provided that (x) Wholly-Owned U.S. Domiciled Foreign Guarantors shall not be required to guaranty, or pledge any assets in respect of, any Obligations of the U.S. Credit Parties at any time, (y) no direct parent (that is not a Wholly-Owned Domestic Subsidiary of Company) of any Wholly-Owned U.S. Domiciled Foreign Guarantor shall be required to pledge any of the Capital Stock of such Persons in respect of any Obligations of the U.S. Credit Parties at any time and (z) with respect to any Wholly-Owned Domestic Subsidiary of Company in each case that is a direct parent of any Wholly-Owned U.S. Domiciled Foreign Guarantor, such direct parent shall not be required to pledge more than 65% of the stock of such Wholly-Owned U.S. Domiciled Foreign Guarantor in respect of any Obligations of the U.S. Credit Parties at any time; provided, further, that notwithstanding anything to the contrary in any Loan Document, Wholly-Owned Domestic Subsidiaries acquired or formed in connection with the Target Acquisition, and each direct parent of any such Person, in each case that would otherwise be required to become a party to the Guaranty or the U.S. Pledge Agreement, shall not be required to become a party to the Guaranty or the U.S. Pledge Agreement until the date that is 90 days (or within such longer period of time that the Collateral Agent may agree in its sole discretion) after the date that the Target Acquisition is completed. No Credit Party shall be required to provide any guaranty of the Obligations governed by the laws of any jurisdiction other than the United States. (ii) Subject to Sections 7.12(a), 7.12(b), 7.12(c), 7.14 and 12.22, and subject to the Agreed Guaranty and Security Principles, cause the direct parent (if a Wholly-Owned Subsidiary of Company and not an Excluded Subsidiary) of each Foreign Subsidiary of Company (if any) that is an Other Subsidiary Borrower or a Material Subsidiary (other than an Excluded Subsidiary or a U.S. Domiciled Foreign Guarantor) to become a party to an Other Pledge Agreement orAgreement; provided, solely with respect to the direct parent of a U.S. Domiciled Foreign Guarantor, a U.S. Pledge Agreement, in each case within 120 days (or within such longer period of time that Collateral Agent may agree in its sole discretion) after the date such Person becomes an Other no Subsidiary Borrower or a Material Subsidiary; provided that, notwithstanding anything to the contrary in any Loan Document, no Other Pledge Agreements shall be required to execute such documents to the extent and for so long as any Requirement of Law (including any exchange control, financial assistance, corporate benefit, corporate interest, absence of misuse of assets, minimum capitalization, fraudulent conveyance, mandatory labor advice or similar rules or regulations, “Foreign Requirements of Law”) would be executed violated thereby or delivered until a material tax liability would be imposed which Administrative Agent determines would make the date that is 9 months (execution of such documents impractical or within not commercially reasonable if all Credit Parties and their Subsidiaries have taken all commercially reasonable steps to avoid or cure such longer period of time that the Collateral Agent may agree in its sole discretion) after the date that the Target Acquisition is consummated.violation or such liability; and (iii) Cause each Subsidiary that becomes a guarantor after the date hereof of obligations arising under any Permitted Debt Document and that is not at such time party to the Subsidiary Guaranty to become a party to the Subsidiary Guaranty in accordance with the terms thereof within 5 Business Days (or within such longer period of time that the Collateral Agent may agree in its sole discretion) of providing such guaranty under such Permitted Debt Documentthereof; provided, however, that this Section 7.12(a)(iii) shall not apply to Excluded Subsidiaries or to a Foreign Subsidiaries Subsidiary that become guarantors becomes a guarantor of only obligations under one or more Permitted Debt Documents of persons that are not U.S. PersonsUnited States persons within the meaning of Code Section 7701(a)(30).

Additional Guarantors and Pledges. (i) Subject to Sections 7.12(b), 7.12(c), 7.12(d) and 12.22, and subject to the Agreed Guaranty and Security Principles, (x) cause each of Company’s Wholly-Owned Domestic Subsidiaries and Wholly-Owned U.S. Domiciled Foreign Guarantors (in each case, other than Excluded Subsidiaries) that is or becomes an Other Subsidiary Borrower or a Material Subsidiary to become a party to the Guaranty and (y) cause the direct parent (if a Wholly-Owned Domestic Subsidiary of Company or a Wholly-Owned U.S. Domiciled Foreign Guarantor of Company and, in each case, not an ​ ​ ​ Excluded Subsidiary) of any such Person under clause (a)(i)(x) to become a party to the U.S. Pledge Agreement and pledge the Capital Stock in such Person that it owns in accordance with the terms hereof and thereof, in each case within 60 days (or within such longer period of time that the Collateral Agent may agree in its sole discretion) after the date such Person becomes an Other Subsidiary Borrower or a Material Subsidiary; provided that (x) Wholly-Owned U.S. Domiciled Foreign Guarantors shall not be required to guaranty, or pledge any assets in respect of, any Obligations of the U.S. Credit Parties at any time, (y) no direct parent (that is not a Wholly-Owned Domestic Subsidiary of Company) of any Wholly-Owned U.S. Domiciled Foreign Guarantor shall be required to pledge any of the Capital Stock of such Persons in respect of any Obligations of the U.S. Credit Parties at any time and (z) with respect to any Wholly-Owned Domestic Subsidiary of Company in each case that is a direct parent of any Wholly-Owned U.S. Domiciled Foreign Guarantor, such direct parent shall not be required to pledge more than 65% of the stock of such Wholly-Owned U.S. Domiciled Foreign Guarantor in respect of any Obligations of the U.S. Credit Parties at any time; provided, further, that notwithstanding anything to the contrary in any Loan Document, Wholly-Owned Domestic Subsidiaries acquired or formed in connection with the Target Acquisition, and each direct parent of any such Person, in each case that would otherwise be required to become a party to the Guaranty or the U.S. Pledge Agreement, shall not be required to become a party to the Guaranty or the U.S. Pledge Agreement until the date that is 90 days (or within such longer period of time that the Collateral Agent may agree in its sole discretion) after the date that the Target Acquisition is completed. No Credit Party shall be required to provide any guaranty of the Obligations governed by the laws of any jurisdiction other than the United States. (ii) Subject to Sections 7.12(a), 7.12(b), 7.12(c), 7.14 ) through (d) and 12.22, and subject to the Agreed Guaranty and Security Principles, cause the direct parent (if a Wholly-Owned Subsidiary of Company and not an Excluded Subsidiary) of each Foreign Subsidiary of Company (if any) that is an Other Subsidiary Borrower or a Material Subsidiary (other than an Excluded Subsidiary or a U.S. Domiciled Foreign Guarantor) to become a party to an Other Pledge Agreement or, solely with respect to the direct parent of a U.S. Domiciled Foreign Guarantor, a U.S. Pledge Agreement, in each case within 120 days (or within such longer period of time that Collateral Agent may agree in its sole discretion) after the date such Person becomes an Other Subsidiary Borrower or a Material Subsidiary; provided that, notwithstanding anything to the contrary in any Loan Document, no Other Pledge Agreements shall be required to be executed or delivered until the date that is 9 months (or within such longer period of time that the Collateral Agent may agree in its sole discretion) after the date that the Target Acquisition is consummated. (iii) Cause each Subsidiary that becomes a guarantor after the date hereof SecondFifth Amendment Effective Date of obligations arising under any Permitted Debt Document and that is not at such time party to the Guaranty to become a party to the Guaranty in accordance with the terms thereof within 5 Business Days (or within such longer period of time that the Collateral Agent may agree in its sole discretion) of providing such guaranty under such Permitted Debt Document; provided, however, that this Section 7.12(a)(iii) shall not apply to Excluded Subsidiaries or to Foreign Subsidiaries that become guarantors of only obligations under one or more Permitted Debt Documents of persons that are not U.S. Persons.

Additional Guarantors and Pledges. (i) Subject to Sections 7.12(b), 7.12(c) and Section 12.22, and subject to the Agreed Guaranty and Security Principles, (x) cause each Domestic Subsidiary of Company’s Wholly-Owned Domestic Subsidiaries and Wholly-Owned U.S. Domiciled Foreign Guarantors Company (in each case, other than Excluded Subsidiariesa Receivables Subsidiary) that is or becomes an Other Subsidiary Borrower or a Material Subsidiary to become a party to the Subsidiary Guaranty and (y) cause the direct parent (if a Wholly-Owned Domestic Subsidiary of Company or a Wholly-Owned U.S. Domiciled Foreign Guarantor of Company and, in each case, not an Excluded Subsidiary) of any such Person under clause (a)(i)(x) to entity shall become a party to the U.S. United States Pledge Agreement and pledge the Capital Stock in such Person that it owns in accordance with the terms hereof and thereof; provided that, in the case of any Subsidiary organized under U.S. law that does not meet the definition of a “Domestic Subsidiary” by virtue of clauses (i) or (ii) in the definition thereof, such Subsidiary shall be permitted to be treated as if it were a Foreign Subsidiary solely for the purposes of this Section 7.12 and the parent (if a Domestic Subsidiary) of such Subsidiary shall pledge the equity of same in accordance with the applicable provisions below; (ii) Subject to Section 12.22, cause the parent of each case within 60 days Foreign Subsidiary of Company (other than a Receivables Subsidiary) that is or within such longer period of time that the Collateral Agent may agree in its sole discretion) after the date such Person becomes an Other Subsidiary Borrower or a Material Subsidiary; provided that (x) Wholly-Owned U.S. Domiciled Foreign Guarantors shall not be required to guaranty, or pledge any assets in respect of, any Obligations of the U.S. Credit Parties at any time, (y) no direct parent (that is not a Wholly-Owned Domestic Subsidiary of Company) of any Wholly-Owned U.S. Domiciled Foreign Guarantor shall be required to pledge any of the Capital Stock of such Persons in respect of any Obligations of the U.S. Credit Parties at any time and (z) with respect to any Wholly-Owned Domestic Subsidiary of Company in each case that is a direct parent of any Wholly-Owned U.S. Domiciled Foreign Guarantor, such direct parent shall not be required to pledge more than 65% of the stock of such Wholly-Owned U.S. Domiciled Foreign Guarantor in respect of any Obligations of the U.S. Credit Parties at any time; provided, further, that notwithstanding anything to the contrary in any Loan Document, Wholly-Owned Domestic Subsidiaries acquired or formed in connection with the Target Acquisition, and each direct parent of any such Person, in each case that would otherwise be required to become a party to the Guaranty or the U.S. Pledge Agreement, shall not be required to become a party to the Guaranty or the U.S. Pledge Agreement until the date that is 90 days (or within such longer period of time that the Collateral Agent may agree in its sole discretion) after the date that the Target Acquisition is completed. No Credit Party shall be required to provide any guaranty of the Obligations governed by the laws of any jurisdiction other than the United States. (ii) Subject to Sections 7.12(a), 7.12(b), 7.12(c), 7.14 and 12.22, and subject to the Agreed Guaranty and Security Principles, cause the direct parent (if a Wholly-Owned Subsidiary of Company and not an Excluded Subsidiary) of each Foreign Subsidiary of Company (if any) that is an Other Subsidiary Borrower or a Material Subsidiary (other than an Excluded Subsidiary or a U.S. Domiciled Foreign Guarantor) to become a party to an Other Pledge Agreement orAgreement; provided, solely with respect to the direct parent of a U.S. Domiciled Foreign Guarantor, a U.S. Pledge Agreement, in each case within 120 days (or within such longer period of time that Collateral Agent may agree in its sole discretion) after the date such Person becomes an Other no Subsidiary Borrower or a Material Subsidiary; provided that, notwithstanding anything to the contrary in any Loan Document, no Other Pledge Agreements shall be required to execute such documents to the extent and for so long as any Requirement of Law (including any exchange control, financial assistance, corporate benefit, corporate interest, absence of misuse of assets, minimum capitalization, fraudulent conveyance, mandatory labor advice or similar rules or regulations, “Foreign Requirements of Law”) would be executed violated thereby or delivered until a material tax liability would be imposed which Administrative Agent determines would make the date that is 9 months (execution of such documents not commercially reasonable or within impractical if all Credit Parties and their Subsidiaries have taken all commercially reasonable steps to avoid or cure such longer period of time that the Collateral Agent may agree in its sole discretion) after the date that the Target Acquisition is consummated.violation or such liability; and (iii) Cause each Subsidiary that becomes a guarantor after the date hereof of obligations arising under any Permitted Debt Document and that is not at such time party to the Subsidiary Guaranty to become a party to the Subsidiary Guaranty in accordance with the terms thereof within 5 Business Days (or within such longer period of time that the Collateral Agent may agree in its sole discretion) of providing such guaranty under such Permitted Debt Documentthereof; provided, however, that this Section 7.12(a)(iii) shall not apply to Excluded Subsidiaries or to a Foreign Subsidiaries Subsidiary that become guarantors becomes a guarantor of only obligations under one or more Permitted Debt Documents of persons that are not U.S. PersonsUnited States persons within the meaning of Code Section 7701(a)(30).