Additional Guarantors and Pledgors. (i) Company agrees to cause each Material Domestic Subsidiary (other than a Receivables Subsidiary) to become a party to the Subsidiary Guaranty and the Security Agreement pursuant to the terms thereof promptly and in any event within thirty (30) days of the date that such Subsidiary is acquired or otherwise becomes a Material Domestic Subsidiary;
(ii) Company agrees to cause each Subsidiary that becomes a guarantor of obligations arising under any Permitted Junior 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.
Additional Guarantors and Pledgors. Notify the Administrative Agent at the time that any Person becomes a Subsidiary and promptly thereafter (and in any event within 30 days), (a) cause such Person to (i) guaranty all Obligations (or, if such Person is a Foreign Subsidiary and (A) executing a Guaranty would result in a materially adverse tax consequence to the Loan Parties, all Foreign Loan Party Obligations or (B) if the Company determines in good faith that a guaranty of all Obligations or all Foreign Obligations by any such Foreign Subsidiary would not be advisable due to local solvency or similar restrictions, all Obligations of its parent that is a Foreign Borrower), by executing and delivering to the Administrative Agent a Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose and (ii) secure all of its Obligations as described in Section 2.13 by providing the Administrative Agent with a first priority perfected security interest (subject only to Liens permitted by Section 7.01 entitled to priority under applicable law) on its assets and by executing a security agreement and such other documents as the Administrative Agent shall deem appropriate for such purpose, (b) if such Subsidiary is a Domestic Subsidiary, a Foreign Subsidiary of a Foreign Loan Party or a first-tier Foreign Subsidiary of a Domestic Loan Party, the parent entity of such Person shall pledge the equity of such Subsidiary as security for the Obligations; provided that, such equity pledge shall be limited to 65% of the capital stock of such Foreign Subsidiary to the extent the pledge secures Domestic Loan Party Obligations and a pledge of any greater percentage would result in material adverse tax consequences to any Loan Party (for the avoidance of doubt, to the extent the equity pledge of the Foreign Subsidiary secures Foreign Loan Party Obligations or Obligations of any particular Foreign Loan Party, such limitation shall not apply), and (c) deliver to the Administrative Agent documents of the types referred to in clauses (v) and (vi) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clauses (a) and (b)), all in form, content and scope reasonably satisfactory to the Administrative Agent.
Additional Guarantors and Pledgors. (a) Notify the Lender prior to the time that (i) any Person becomes a Material Domestic Subsidiary, and promptly thereafter (and in any event prior to the date such Person becomes such a Material Domestic Subsidiary), cause such Person to (a) become a Guarantor by executing and delivering to the Lender a counterpart of the Guaranty or such other document as the Lender shall deem appropriate for such purpose, (ii) if such Person holds directly any Equity Interests that are Pledged Equity Interests or any Pledged Debt Securities, become a Pledgor by executing and delivering to the Lender a Joinder Agreement substantially in the form of Exhibit A to the Pledge Agreement and make such deliveries to the Lender as are required by the Pledge Agreement, (iii) deliver to the Lender such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Person as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof in connection with the Guaranty, Pledge Agreement, and any other Loan Documents to which such Person is a party, (iv) deliver to the Lender such documents and certifications as the Lender may reasonably require to evidence that such Person is duly organized or formed and is validly existing, in good standing and qualified to engage in business in jurisdictions reasonably requested by the Lender, and (v) deliver to the Lender favorable opinions of counsel (which may be internal counsel) to such Person, all in form, content and scope reasonably satisfactory to the Lender; and
(b) Notify the Lender prior to the time that a Guarantor that is not a Pledgor acquires a direct interest in any Equity Interests that are Pledged Equity Interests or in any Pledged Debt Securities and promptly thereafter (and in any event prior to the date such Person acquires such Pledged Equity Interests or Pledged Debt Securities), cause such Person to (i) become a Pledgor by executing and delivering to the Lender a Joinder Agreement substantially in the form of Exhibit A to the Pledge Agreement and make such deliveries to the Lender as are required by the Pledge Agreement, (ii) deliver to the Lender such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Guarantor as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof in connection with the...
Additional Guarantors and Pledgors. (a) Notify the Administrative Agent at the time that any Person becomes a Restricted Subsidiary of the Borrower, and promptly thereafter (and in any event within 15 days), cause (a) in the case of a Domestic Restricted Subsidiary, such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or a joinder in the form attached thereto, and (ii) deliver to the Administrative Agent documents of the types referred to in clauses (v) and (vi) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; and (b) cause (i) all of the Equity Interest in the case of a Domestic Restricted Subsidiary, or Eligible Equity Interests in the case of a First-Tier Foreign Subsidiary, of such Person to be pledged to the Administrative Agent to secure the Obligations, the Cash Management Obligations and the Lender Swap Obligations, (ii) pursuant to the Pledge and Security Agreement, deliver or cause the applicable Restricted Subsidiary to deliver to Administrative Agent all certificates, stock powers and other documents required by the Pledge and Security Agreement with respect to all such Equity Interests or Eligible Equity Interests, as applicable, of any such Subsidiary, (iii) take or cause the applicable Restricted Subsidiary to take such other actions, all as may be necessary to provide the Administrative Agent with a first priority perfected pledge or and security interest in such Equity Interests or Eligible Equity Interests, as applicable, in such Subsidiary, and (iv) deliver to the Administrative Agent documents of the types referred to in clauses (v) and (vi) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (b)(i), all in form, content and scope reasonably satisfactory to the Administrative Agent.
Additional Guarantors and Pledgors. (a) If, after the Effective Date (i) any additional Subsidiary is formed or acquired or (ii) any existing Subsidiary ceases to be an Excluded Subsidiary or a Foreign Subsidiary, the Borrower will, within three Business Days after such Subsidiary is formed or acquired, notify the Secured Party thereof and, subject to the proviso to Section 3(a) and to Section 3(d), cause any Equity Interest in or indebtedness of such Subsidiary owned by or on behalf of any Pledgor to be added to the Collateral. If such Subsidiary is or subsequently becomes a Material Domestic Subsidiary, is not an Excluded Subsidiary and is not prohibited by applicable law or regulation from, and does not require a filing with, notice to, or consent of a Governmental Authority prior to, guaranteeing the Secured Obligations, the Borrower shall promptly cause such Subsidiary to become a Guarantor and Pledgor pursuant to clause (b) of this Section 18.
(b) Any Subsidiary may become a party hereto by signing and delivering to the Secured Party a Pledge Agreement Supplement, whereupon such Subsidiary shall become a Guarantor and a Pledgor as defined herein.
Additional Guarantors and Pledgors. It is understood and agreed ---------------------------------- that any Subsidiary of the Borrower that is required to execute a counterpart of this Agreement after the date hereof pursuant to the Credit Agreement shall automatically become a Guarantor and/or Pledgor hereunder by executing an Agreement Supplement indicating such designation and delivering same to the Collateral Agent.
Additional Guarantors and Pledgors. Clause (d) of Section 9.8 of the Note Purchase Agreement is amended and restated in its entirety to read as follows: “(d)execute and deliver to the parties to the Intercreditor Agreement a joinder agreement to the Intercreditor Agreement in the applicable form attached to the Intercreditor Agreement.”
Additional Guarantors and Pledgors. 73 6.13. Approvals and Authorizations ......................................................................................... 75 6.14. Environmental Laws ........................................................................................................ 75 6.15. Centre of Main Interest and Establishment ...................................................................... 75 ARTICLE VII.
Additional Guarantors and Pledgors. (i) Subject to Section 12.22, Company agrees to cause each Domestic Subsidiary (other than a Receivables Subsidiary) that is or becomes a Material Subsidiary to become a party to the United States Loan Guaranty and the United States Pledge Agreement in accordance with the terms thereof;
(ii) Subject to Section 12.22, Company and European Holdco agree to cause each Foreign Subsidiary (other than a Receivables Subsidiary) that is or becomes a Material Subsidiary of Company (other than a Subsidiary that is organized under the laws of a Province of Canada or the federal laws of Canada) to become a party to a European Loan Guaranty and a European Pledge Agreement; provided, that no Subsidiary 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, minimum capitalization, fraudulent conveyance, mandatory labor advice or similar rules or regulations, "Foreign Requirements of Law") would be violated thereby if all relevant Persons have taken all commercially reasonable steps to avoid or cure such violation;
(iii) Subject to Section 12.22, Company and Canadian Borrower agree to cause each Subsidiary (other than a Receivables Subsidiary) that is or becomes a Material Subsidiary of Company that is organized under the laws of a Province of Canada or the federal laws of Canada to become a party to a Canadian Loan Guaranty and (A) in the case of the pledge of the Capital Stock of a Nova Scotia unlimited liability company, a Canadian Pledge Agreement and (B) in the case of a pledge of Capital Stock in any other corporation, a securities pledge agreement substantially in the form of the United States Pledge Agreement, with such modifications and amendments as may be required to perfect the Collateral Agent's interest therein pursuant to the laws of the applicable Canadian province and the federal laws of Canada applicable therein, in each case, in accordance with the terms thereof;
(iv) Company agrees to cause each Subsidiary that becomes a guarantor of obligations arising under any Permitted Debt Document and that is not at such time party to the United States Loan Guaranty to become a party to the United States Loan Guaranty in accordance with the terms thereof; provided, however, that this Section 7.12(a)(iv) shall not apply to a Foreign Subsidiary that becomes a guarantor of only obligations under one or more Permitted Debt Documents of persons that are not United States...
Additional Guarantors and Pledgors. 70 6.13. Mortgages..................................................71 6.14. Post-Closing Deliveries....................................71
