Common use of Additional Loan Parties Clause in Contracts

Additional Loan Parties. (a) Within 20 days after a Material Operating Group Entity is formed or acquired or such person becomes a Material Operating Group Entity, as applicable, notify the Agent of such occurrence, and, within 30 days following such notification, cause such Material Operating Group Entity to (i) become a Loan Party by delivering to the Agent a Loan Party Joinder Agreement executed by such new Loan Party, (ii) deliver to the Agent a certificate of such Material Operating Group Entity, substantially in the form of the certificates delivered pursuant to Section 3.1(e) through (g) on the Restatement Effective Date, with appropriate insertions and attachments, and (iii) if reasonably requested by the Agent, deliver to the Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from Xxxxxx & Xxxxxxx LLP or other counsel, reasonably satisfactory to the Agent; provided, that in the case of any Material Operating Group Entity that is an Immaterial Subsidiary, such Immaterial Subsidiary shall not be required to comply with this Section 5.7(a) so long as the aggregate Management Fees paid or payable directly to the Loan Parties during the four fiscal quarter period preceding such date equals or exceeds 70% of the aggregate Management Fees paid or payable to the Borrower and its Subsidiaries during such period. For purposes of the foregoing proviso, Management Fees payable to any Subsidiary that are earned from a closed-end Ares Fund (or from any other Fee Generating Entity that is subject to a remaining lock-up period of at least two years) that was acquired or formed during such period shall be included in such calculation on a pro-forma basis for such period. Any document, agreement, or instrument executed or issued pursuant to this Section 5.7 shall be a Loan Document.

Additional Loan Parties. Notify the Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (aand in any event within thirty (30) Within 20 days after a Material Operating Group Entity is formed or acquired or such person later date as the Agent may agree), cause any such Person that is a wholly-owned domestic Subsidiary (other than any wholly-owned domestic Subsidiary that is an Immaterial Subsidiary or that is owned by a CFC or that is a Foreign Subsidiary Holding Company), or cause any wholly-owned domestic Subsidiary (other than any such Subsidiary that is owned by a CFC or that is a Foreign Subsidiary Holding Company) previously designated as an Immaterial Subsidiary that thereafter becomes a Material Operating Group EntitySubsidiary, as applicable, notify the Agent of such occurrence, and, within 30 days following such notification, cause such Material Operating Group Entity to (ia) become a Loan Party by executing and delivering to the Agent a Loan Party Joinder Agreement executed by or such new Loan Partyother documents as the Agent shall deem appropriate for such purpose, (iib) xxxxx x Xxxx to the Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (c) deliver to the Agent a certificate of such Material Operating Group Entity, substantially in the form documents of the certificates delivered pursuant types referred to Section 3.1(ein clauses (v) through (g) on the Restatement Effective Date, with appropriate insertions and attachments, and (iiivi) of Section 4.01(a) and, if reasonably requested by the Agent, deliver customary favorable opinions of counsel to such Person (which shall cover, among other things, the Agent legal opinions relating legality, validity, binding effect and enforceability of the documentation referred to the matters described abovein clause (a)), which opinions shall be in form each case in form, content and substance, and from Xxxxxx & Xxxxxxx LLP or other counsel, scope reasonably satisfactory to the Agent; providedprovided that, that if any such wholly-owned domestic Subsidiary owns assets of the type which would be included in the case of any Material Operating Group Entity that is an Immaterial SubsidiaryBorrowing Base, such Immaterial Subsidiary shall not join the Loan Documents as a Borrower thereunder. In no event shall compliance with this Section 6.11 waive or be required deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 5.7(a) so long 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the aggregate Management Fees paid or payable directly to inclusion of any acquired assets in the Loan Parties during the four fiscal quarter period preceding such date equals or exceeds 70% computation of the aggregate Management Fees paid or payable to the Borrower and its Subsidiaries during such period. For purposes of the foregoing proviso, Management Fees payable to any Subsidiary that are earned from a closed-end Ares Fund (or from any other Fee Generating Entity that is subject to a remaining lock-up period of at least two years) that was acquired or formed during such period shall be included in such calculation on a pro-forma basis for such period. Any document, agreement, or instrument executed or issued pursuant to this Section 5.7 shall be a Loan DocumentBorrowing Base.

Additional Loan Parties. (a) Within 20 days after a Material Operating Group Entity is formed or acquired or such person becomes a Material Operating Group Entity, as applicable, notify the Agent of such occurrence, and, within 30 days following such notification, cause such Material Operating Group Entity to Upon (i) become a any Loan Party by delivering to creating or acquiring any Subsidiary that is a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Agent Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Loan Party Joinder Agreement executed by such new Loan PartyDelaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.10, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, is approved by the Gaming Authority, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent a certificate an opinion of such Material Operating Group EntityMilbank LLP, substantially in counsel to the form of the certificates delivered pursuant to Section 3.1(e) through (g) on the Restatement Effective Date, with appropriate insertions and attachmentsLoan Parties, and (iii) if reasonably requested by the Agent, deliver of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent legal opinions and each Lender relating to the matters described aboveabove covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, which opinions shall be notwithstanding anything in form and substance, and from Xxxxxx & Xxxxxxx LLP or other counsel, reasonably satisfactory this Section 6.08 to the Agent; providedcontrary, any Excluded Subsidiary that in the case is a guarantor of any Material Operating Group Entity that is an Immaterial Subsidiary, such Immaterial Subsidiary Indebtedness of the Borrowers or the Restricted Subsidiaries shall not only be required to comply with be a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Company without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section 5.7(a) so long as are required by applicable Gaming Laws, the aggregate Management Fees paid or payable directly Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to the Loan Parties during the four fiscal quarter period preceding promptly apply for and thereafter pursue such date equals or exceeds 70% of the aggregate Management Fees paid or payable to the Borrower and its Subsidiaries during such period. For purposes of the foregoing proviso, Management Fees payable to any Subsidiary that are earned from a closed-end Ares Fund (or from any other Fee Generating Entity that is subject to a remaining lock-up period of at least two years) that was acquired or formed during such period shall be included in such calculation on a pro-forma basis for such period. Any document, agreement, or instrument executed or issued pursuant to this Section 5.7 shall be a Loan Documentapprovals.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) Within 20 days after which is not a Material Operating Group Entity is formed or acquired or such person becomes a Material Operating Group EntityCFC, as applicable, notify the Agent of such occurrence, and, within 30 days following such notification, cause such Material Operating Group Entity to (i) become a Loan Party by executing and delivering to the Administrative Agent a Loan Party Joinder Agreement executed by or a counterpart of the Facility Guaranty or such new Loan Partyother document as the Administrative Agent shall deem appropriate for such purpose, (ii) deliver xxxxx x Xxxx to the Administrative Agent a certificate on such Person’s assets of such Material Operating Group Entity, substantially the type included in the form of Collateral to secure the certificates delivered pursuant to Section 3.1(e) through (g) on the Restatement Effective Date, with appropriate insertions and attachmentsObligations, and (iii) if reasonably requested by the Agent, deliver to the Administrative Agent legal documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions relating of counsel to such Person (which shall cover, among other things, the matters described abovelegality, which opinions shall be validity, binding effect and enforceability of the documentation referred to in form and substanceclause (a)), and from Xxxxxx & Xxxxxxx LLP (b) if any Equity Interests or other counselIndebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent; provided. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, that with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the case computation of any Material Operating Group Entity the Borrowing Base. Notwithstanding the foregoing provisions of this Section 6.12, the parties hereto acknowledge and agree that is an Immaterial SubsidiaryXxxxx Mart Air, such Immaterial Subsidiary Inc. shall not be required to comply with this Section 5.7(a) so become a Loan Party as long as Borrowers are in compliance with the aggregate Management Fees paid or payable directly to the Loan Parties during the four fiscal quarter period preceding such date equals or exceeds 70% requirements of the aggregate Management Fees paid or payable to the Borrower and its Subsidiaries during such period. For purposes of the foregoing proviso, Management Fees payable to any Subsidiary that are earned from a closed-end Ares Fund (or from any other Fee Generating Entity that is subject to a remaining lock-up period of at least two years) that was acquired or formed during such period shall be included in such calculation on a pro-forma basis for such period. Any document, agreement, or instrument executed or issued pursuant to this Section 5.7 shall be a Loan Document7.16.

Additional Loan Parties. Notify the Agent at the time that any Person becomes a Subsidiary and, in each case promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) Within 20 days after a Material Operating Group Entity which is formed or acquired or such person becomes a Material Operating Group Entitynot an Affected Foreign Subsidiary, as applicable, notify the Agent of such occurrence, and, within 30 days following such notification, cause such Material Operating Group Entity to (i) become a Loan Party by executing and delivering to the Agent a Loan Party Joinder to this Agreement executed by or a Joinder to the Facility Guaranty or such new Loan Partyother documents as the Agent shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to the Agent on such Person’s assets (other than Excluded Assets) of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Agent a certificate of such Material Operating Group Entity, substantially in the form documents of the certificates delivered pursuant types referred to in clauses (iii) and (iv) of Section 3.1(e4.01(a) through and favorable opinions of counsel to such Person (g) on which shall cover, among other things, the Restatement Effective Datelegality, with appropriate insertions validity, binding effect and attachmentsenforceability of the documentation referred to in this clause (a)), and (iiib) if reasonably requested any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is an Affected Foreign Subsidiary, the AgentEquity Interests of such Subsidiary to be pledged may be limited to 66% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), deliver to the Agent legal opinions relating to the matters described abovein each case in form, which opinions shall be in form content and substance, and from Xxxxxx & Xxxxxxx LLP or other counsel, scope reasonably satisfactory to the Agent; provided, that in . In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the case of any Material Operating Group Entity that is an Immaterial Subsidiary, such Immaterial Subsidiary shall not be required need to comply with this Section 5.7(a) so long 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the aggregate Management Fees paid or payable directly to inclusion of any acquired assets in the Loan Parties during the four fiscal quarter period preceding such date equals or exceeds 70% computation of the aggregate Management Fees paid or payable to the Borrower and its Subsidiaries during such period. For purposes of the foregoing proviso, Management Fees payable to any Subsidiary that are earned from a closed-end Ares Fund (or from any other Fee Generating Entity that is subject to a remaining lock-up period of at least two years) that was acquired or formed during such period shall be included in such calculation on a pro-forma basis for such period. Any document, agreement, or instrument executed or issued pursuant to this Section 5.7 shall be a Loan DocumentBorrowing Base.

Additional Loan Parties. (a) Within 20 days 5 Business Days after a Material Operating Group Entity is formed or acquired or such person becomes a Material Operating Group Entity, as applicable, notify the Agent of such occurrence, and, within 30 days following such notification, cause such Material Operating Group Entity to (i) become a Loan Party by delivering to the Agent a Loan Party Joinder Agreement (together with Annex 1 to the Intercompany Subordination Agreement) executed by such new Loan Party, (ii) deliver to the Agent a certificate of such Material Operating Group Entity, substantially in the form of the certificates delivered pursuant to Section 3.1(e3.1(d) through (gf) on the Restatement Effective Closing Date, with appropriate insertions and attachments, and (iii) if reasonably requested by the Agent, deliver to the Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from Xxxxxx & Xxxxxxx Proskauer Rose LLP or other counsel, reasonably satisfactory to the Agent; provided, that in the case of any Material Operating Group Entity that is an Immaterial Subsidiary, such Immaterial Subsidiary shall not be required to comply with this Section 5.7(a) so long as the aggregate Management Fees paid or payable directly to the Loan Parties during the four fiscal quarter period preceding such date equals or exceeds 7095% of the aggregate Management Fees paid or payable to the Borrower and its Subsidiaries during such period. For purposes of the foregoing proviso, Management Fees payable to any Subsidiary that are earned from a closed-end Ares Fifth Street Fund (or from any other Fee Generating Entity that is subject to a remaining lock-up period of at least two years) that was acquired or formed during such period shall be included in such calculation on a pro-forma basis for such period. Any document, agreement, or instrument executed or issued pursuant to this Section 5.7 shall be a Loan Document.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) Within 20 days after which is not a Material Operating Group Entity is formed or acquired or such person becomes a Material Operating Group EntityCFC, as applicable, notify the Agent of such occurrence, and, within 30 days following such notification, cause such Material Operating Group Entity to (i) become a Loan Party by executing and delivering to the Administrative Agent a Loan Party Joinder Agreement executed by or a counterpart of the Facility Guaranty or such new Loan Partyother document as the Administrative Agent shall deem appropriate for such purpose, (ii) deliver xxxxx x Xxxx to the Administrative Agent a certificate on such Person’s assets of such Material Operating Group Entity, substantially the type included in the form of Collateral to secure the certificates delivered pursuant to Section 3.1(e) through (g) on the Restatement Effective Date, with appropriate insertions and attachmentsObligations, and (iii) if reasonably requested by the Agent, deliver to the Administrative Agent legal documents of the types referred to in clauses (iv) and (v) of Section 4.01(a) and favorable opinions relating of counsel to such Person (which shall cover, among other things, the matters described abovelegality, which opinions shall be validity, binding effect and enforceability of the documentation referred to in form and substanceclause (a)), and from Xxxxxx & Xxxxxxx LLP (b) if any Equity Interests or other counselIndebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent; provided. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, that with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the case computation of any Material Operating Group Entity the Borrowing Base. Notwithstanding the foregoing provisions of this Section 6.12, the parties hereto acknowledge and agree that is an Immaterial SubsidiaryXxxxx Mart Air, such Immaterial Subsidiary Inc. shall not be required to comply with this Section 5.7(a) so become a Loan Party as long as Borrowers are in compliance with the aggregate Management Fees paid or payable directly to the Loan Parties during the four fiscal quarter period preceding such date equals or exceeds 70% requirements of the aggregate Management Fees paid or payable to the Borrower and its Subsidiaries during such period. For purposes of the foregoing proviso, Management Fees payable to any Subsidiary that are earned from a closed-end Ares Fund (or from any other Fee Generating Entity that is subject to a remaining lock-up period of at least two years) that was acquired or formed during such period shall be included in such calculation on a pro-forma basis for such period. Any document, agreement, or instrument executed or issued pursuant to this Section 5.7 shall be a Loan Document7.16.

Additional Loan Parties. (a) Within 20 days Notify the Administrative Agent promptly after a Material Operating Group Entity is formed or acquired or such person any Person becomes a Material Operating Group EntitySubsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary) of the Parent, as applicableand promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Administrative Agent, notify the Agent of such occurrence, and, within 30 days following such notification, cause such Material Operating Group Entity to (i) cause any such Person to become a Loan Party Borrower or Guarantor by executing and delivering to the Administrative Agent a Loan Party Joinder Agreement executed by to this Agreement or a counterpart of the Facility Guaranty or such new Loan Partyother document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) deliver subject to the requirements of Section 6.14(b), xxxxx x Xxxx to the Collateral Agent a certificate of on such Material Operating Group Entity, substantially in the form of the certificates delivered pursuant to Section 3.1(e) through (g) Person’s assets on the Restatement Effective Date, with appropriate insertions and attachmentssame types of assets which constitute Collateral under the Security Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii), (iv), (ix) and (xii) of Section 4.01(a) and if reasonably requested by the Administrative Agent, deliver favorable opinions of counsel to such Person (which shall cover, among other things, the Agent legal opinions relating legality, validity, binding effect and enforceability of the documentation referred to the matters described above, which opinions shall be in form and substanceclause (a)), and from Xxxxxx & Xxxxxxx LLP (b) if any Equity Interests or other counselIndebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the Parent may become a guarantor by executing and delivering to the Administrative Agent a guarantee agreement in a form satisfactory to the Administrative Agent which shall be executed by the Lead Borrower and such parent; provided, provided that in the case of any Material Operating Group Entity that is an Immaterial Subsidiary, such Immaterial Subsidiary parent entity shall not otherwise be required deemed to be a “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Agreement. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 5.7(a) so long as the aggregate Management Fees paid 6.11 if such transaction was not otherwise expressly permitted by this Agreement or payable directly constitute or be deemed to the Loan Parties during the four fiscal quarter period preceding such date equals or exceeds 70% of the aggregate Management Fees paid or payable to the Borrower and its Subsidiaries during such period. For purposes of the foregoing provisoconstitute, Management Fees payable with respect to any Subsidiary that are earned from Subsidiary, an approval of such Person as a closed-end Ares Fund (Borrower or from any other Fee Generating Entity that is subject to a remaining lock-up period of at least two years) that was acquired or formed during such period shall be included in such calculation on a pro-forma basis for such period. Any document, agreement, or instrument executed or issued pursuant to this Section 5.7 shall be a Loan DocumentGuarantor.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within thirty (30) days or such later date as the Administrative Agent may agree), cause any such Person (a) Within 20 days after which is not a Material Operating Group Entity is formed or acquired or such person becomes a Material Operating Group EntityCFC, as applicable, notify the Agent of such occurrence, and, within 30 days following such notification, cause such Material Operating Group Entity to (i) become a Loan Party by executing and delivering to the Administrative Agent a Loan Party Joinder to this Agreement executed by or a counterpart of the Facility Guaranty or such new Loan Partyother document as the Administrative Agent shall deem appropriate for such purpose, (ii) deliver xxxxx x Xxxx to the Collateral Agent a certificate of on such Material Operating Group Entity, substantially in the form Person’s assets (of the certificates delivered pursuant type constituting Collateral) to Section 3.1(e) through (g) on secure the Restatement Effective Date, with appropriate insertions and attachmentsObligations, and (iii) if reasonably requested by the Agent, deliver to the Administrative Agent legal documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions relating of counsel to such Person (which shall cover, among other things, the matters described abovelegality, which opinions shall be validity, binding effect and enforceability of the documentation referred to in form and substanceclause (a)), and from Xxxxxx & Xxxxxxx LLP (b) if any Equity Interests or other counselIndebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent; provided, that in . In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the case of any Material Operating Group Entity that is an Immaterial Subsidiary, such Immaterial Subsidiary shall not be required need to comply with this Section 5.7(a) so long 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the aggregate Management Fees paid inclusion of any acquired assets in the computation of each Borrowing Base. or payable directly to the ABL Term Loan Borrowing Base. At all times, the Loan Parties during shall cause each Subsidiary that is a “Loan Party” (as defined in the four fiscal quarter period preceding ABL Term Documents) to remain a Loan Party under the ABL Loan Documents, except to the extent a release of such date equals or exceeds 70% Loan Party from its obligations under the ABL Term Documents and the Loan Documents is permitted pursuant to the terms of the aggregate Management Fees paid or payable to ABL Term Documents and the Borrower and its Subsidiaries during such period. For purposes of the foregoing proviso, Management Fees payable to any Subsidiary that are earned from a closed-end Ares Fund (or from any other Fee Generating Entity that is subject to a remaining lock-up period of at least two years) that was acquired or formed during such period shall be included in such calculation on a pro-forma basis for such period. Any document, agreement, or instrument executed or issued pursuant to this Section 5.7 shall be a Loan DocumentDocuments.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and whether the Borrower in its discretion elects to cause such Subsidiary to EXECUTION VERSION become a Loan Party (it being acknowledged by the Credit Parties that the Borrower is not obligated to cause such Subsidiary to become a Loan Party) and if any Equity Interests or Indebtedness of such Person are owned by any Loan Party, to promptly thereafter (and in any event within thirty (30) days or such longer period as the Administrative Agent shall agree) cause such Loan Party to pledge such Equity Interests and any promissory notes evidencing such Indebtedness to the extent required pursuant by the Security Agreement, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. If the Borrower elects to cause such Subsidiary to become a Loan Party: promptly thereafter (and in any event within thirty (30) days or such longer period as the Administrative Agent shall agree), cause any such Person (a) Within 20 days after a Material Operating Group Entity is formed or acquired or such person becomes a Material Operating Group Entity, as applicable, notify the Agent of such occurrence, and, within 30 days following such notification, cause such Material Operating Group Entity to (i) become a Loan Party by executing and delivering to the Administrative Agent a Loan Party Joinder Agreement executed by such new Loan PartyAgreement, (iib) to xxxxx x Xxxx to the Collateral Agent on such Person’s assets to secure the Obligations and Other Liabilities on the same types of assets which constitute Collateral under the Security Documents, and (c) to deliver to the Administrative Agent a certificate of such Material Operating Group Entity, substantially in the form documents of the certificates delivered pursuant types referred to Section 3.1(e) through (g) on the Restatement Effective Date, with appropriate insertions and attachments, and in clauses (iii) and (iv) of Section 4.01(a) and, if reasonably requested by the Administrative Agent, deliver 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 above). In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from Xxxxxx & Xxxxxxx LLP or other counsel, reasonably satisfactory to the Agent; provided, that in the case of any Material Operating Group Entity that is an Immaterial Subsidiary, such Immaterial Subsidiary shall not be required need to comply with this Section 5.7(a) so long 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the aggregate Management Fees paid or payable directly to inclusion of any acquired assets in the Loan Parties during the four fiscal quarter period preceding such date equals or exceeds 70% computation of the aggregate Management Fees paid or payable to the Borrower and its Subsidiaries during such period. For purposes of the foregoing proviso, Management Fees payable to any Subsidiary that are earned from a closed-end Ares Fund (or from any other Fee Generating Entity that is subject to a remaining lock-up period of at least two years) that was acquired or formed during such period shall be included in such calculation on a pro-forma basis for such period. Any document, agreement, or instrument executed or issued pursuant to this Section 5.7 shall be a Loan DocumentBorrowing Base.