Common use of Additional Loan Parties and Collateral; Further Assurances Clause in Contracts

Additional Loan Parties and Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each U.S. Subsidiary or Canadian Subsidiary that is a Material Subsidiary formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement within thirty (30) days of becoming a Material Subsidiary (or such later date as may be agreed to by the Administrative Agent). In addition to the foregoing, the Company may, at its option, cause any other Subsidiary to become a Loan Party by executing a Joinder Agreement. In connection with any such execution and delivery of a Joinder Agreement, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Material Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA PATRIOT Act and the Proceeds of Crime Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral. For the avoidance of doubt, the addition of a Subsidiary as a Borrower is also subject to Section 2.25 and Section 4.03.

Additional Loan Parties and Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each U.S. Subsidiary or Canadian Subsidiary that is a Material Subsidiary formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement within thirty (30) days of becoming a Material Subsidiary (or such later date as may be agreed to by the Administrative Agent). In addition to the foregoing, the Company may, at its option, cause any other Subsidiary to become a Loan Party by executing a Joinder Agreement. For the avoidance of doubt, Xxxxxxxxxxxxxxxxxxx.xxx, a Delaware corporation, shall not be required to become a Loan Party pursuant to the first sentence of this Section 5.14(a), but may become a Loan Party at the Company’s option pursuant to the second sentence of this Section 5.14(a). In connection with any such execution and delivery of a Joinder Agreement, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Material Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA PATRIOT Act and the Proceeds of Crime Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral. For the avoidance of doubt, the addition of a Subsidiary as a Borrower is also subject to Section 2.25 and Section 4.03.

Additional Loan Parties and Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each U.S. Subsidiary or Canadian Subsidiary that is a Material Subsidiary formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement within thirty (30) days of becoming a Material Subsidiary (or such later date as may be agreed to by the Administrative Agent). In addition to the foregoing, the 109 Company may, at its option, cause any other Subsidiary to become a Loan Party by executing a Joinder Agreement. For the avoidance of doubt, Xxxxxxxxxxxxxxxxxxx.xxx, a Delaware corporation, shall not be required to become a Loan Party pursuant to the first sentence of this Section 5.14(a), but may become a Loan Party at the Company’s option pursuant to the second sentence of this Section 5.14(a). In connection with any such execution and delivery of a Joinder Agreement, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Material Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA PATRIOT Act and the Proceeds of Crime Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral. For the avoidance of doubt, the addition of a Subsidiary as a Borrower is also subject to Section 2.25 and Section 4.03.