Common use of Additional Guarantors and Pledgors Clause in Contracts

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) Notify the Administrative Agent at the time that any Person becomes a Restricted Subsidiary of the Borrower, (other than a Non-Material Subsidiary) or any Subsidiary that was a Non-Material Subsidiary ceases to be a Non-Material Subsidiary and promptly thereafter (and in any event within 15 days), cause (a) 30 days in the case of a Domestic Restricted new Subsidiary that is not a Non-Material Subsidiary, and 45 days after the end of the quarter during which a Non-Material Subsidiary ceases to be a Non-Material Subsidiary), (a) cause such Person to (i) become guaranty all Obligations (or, if such Person is a Guarantor first-tier Foreign Subsidiary of Allied B.V. 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 Allied B.V.), by executing and delivering to the Administrative Agent a counterpart 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, but only to the extent required by, Section 2.12 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 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 Guaranty or capital stock of such Foreign Subsidiary to the extent the pledge secures Domestic Loan Party Obligations and a joinder pledge of any greater percentage would result in the form attached theretomaterial adverse tax consequences to any Loan Party, and (iic) deliver to the Administrative Agent documents of the types referred to in clauses (viii) and (viiv) 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 clauses (a)(ia) and (b)), 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) Notify the Administrative Agent at Lender prior to the time that (i) any Person becomes a Restricted Subsidiary of the BorrowerMaterial Domestic Subsidiary, and promptly thereafter (and in any event within 15 daysprior to the date such Person becomes such a Material Domestic Subsidiary), cause (a) in the case of a Domestic Restricted Subsidiary, such Person to (ia) become a Guarantor by executing and delivering to the Administrative Agent 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 joinder Pledgor by executing and delivering to the Lender a Joinder Agreement substantially in the form attached theretoof Exhibit A to the Pledge Agreement and make such deliveries to the Lender as are required by the Pledge Agreement, and (iiiii) deliver to the Administrative Agent 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 of and certifications as the types referred Lender may reasonably require to evidence that such Person is duly organized or formed and is validly existing, in clauses good standing and qualified to engage in business in jurisdictions reasonably requested by the Lender, and (v) and (vi) of Section 4.01(a) and deliver to the Lender favorable opinions of counsel (which may be internal 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))Person, all in form, content and scope reasonably satisfactory to the Administrative AgentLender; 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.and