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 Company will notify the Administrative Agent holders of the Notes at the time that (I) any Person becomes a Restricted Subsidiary (other than a Non-Material Subsidiary), (II) any Subsidiary that was a Non-Material Subsidiary ceases to be a Non-Material Subsidiary, (III) any Subsidiary is formed to hold the Equity Interests of Allied B.V. pursuant to Section 10.2(f), (IV) any Person becomes a direct parent company of the BorrowerCompany or (V) any Person that is not a Guarantor guarantees or otherwise becomes liable or provides credit support at any time, and promptly thereafter whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under the Bank Loan Documents or any other Material Credit Facility and, concurrently therewith (and in any event within 15 days)or, cause (a) in the case of clause (I) above, within 30 days, and in the case of clause (II) above, within 45 days after the end of the fiscal quarter in which the applicable Subsidiary ceases to be a Domestic Restricted Non-Material Subsidiary, ): (a) cause such Person to (i) become a Guarantor guaranty all Note Obligations by executing and delivering to the Administrative Agent a counterpart holders of the Notes a Guaranty or a joinder in the form attached thereto, Agreement and (ii) to the extent required by Section 9.7, secure all Note Obligations by providing the Collateral Agent with a first priority (subject only to Liens permitted by Section 10.1 entitled to priority under applicable law) perfected security interest in its assets and by executing a security agreement and such other documents as the Required Holders shall deem appropriate for such purpose, in each case in form and substance satisfactory to the Required Holders; (b) the parent entity of such Person shall provide the Collateral Agent with a first priority (subject only to Liens permitted by Section 10.1 entitled to priority under applicable law) perfected security interest in the Equity Interests of such Person as security for the Note Obligations by executing a security agreement and such other documents as the Required Holders shall deem appropriate for such purpose, in each case in form and substance satisfactory to the Required Holders; (c) deliver to the Administrative Agent each holder of a Note documents of the types referred to in clauses (vSection 4.1(e)(ii) 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 clauses (a)(i)a) and (b) above), all in form, content and scope reasonably satisfactory to the Administrative AgentRequired Holders; and (d) execute 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 parties to the Administrative AgentIntercreditor Agreement an Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement in the form attached to the Intercreditor Agreement.