Additional Material Domestic Subsidiaries Sample Clauses

Additional Material Domestic Subsidiaries. If any consolidated Subsidiary of the Borrower (other than a New Subsidiary to the extent addressed in Section 7.2(K)(a) or a SPV) becomes a Material Domestic Subsidiary, the Borrower shall cause any such Material Domestic Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the date on which such consolidated Subsidiary became a Material Domestic Subsidiary.

Additional Material Domestic Subsidiaries. Notify the Administrative Agent upon the creation or acquisition of any Material Domestic Subsidiary and of any Domestic Subsidiary becoming a Material Domestic Subsidiary and, with respect to any Material Domestic Subsidiary so created or acquired or becoming such, and promptly thereafter (and in any event within thirty (30) days after such creation or acquisition or occurrence and as such time period may be extended by the Administrative Agent in its sole discretion), cause such Material Domestic Subsidiary to (i) execute and deliver to the Administrative Agent a duly executed Joinder Agreement, (ii) grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary, (iii) deliver to the Administrative Agent such documents and certificates referred to in Section 3(a) of the First Amendment as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Material Domestic Subsidiary, and (v) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent (including legal opinions) to provide to the Administrative Agent, for the benefit of the Lenders and the other Secured Parties, valid and perfected first priority Liens and security interests (subject to Permitted Liens) in the Collateral of such Material Domestic Subsidiary (or to evidence or confirm the provision thereof), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Material Domestic Subsidiaries. If any consolidated Subsidiary of the Borrower (other than a New Subsidiary to the extent addressed in Section 7.2(J)(i) above) becomes a Material Subsidiary, the Borrower shall cause any such Material Subsidiary to deliver to the Administrative Agent the applicable Collateral Documents described in clauses (i)(a) through (c) above and appropriate corporate or similar resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, all such documentation to be delivered to the Administrative Agent as promptly as possible but in any event within sixty (60) days following the date on which such consolidated Subsidiary became a Material Subsidiary, in each case, to provide the Administrative Agent with a first priority perfected security interest in the Collateral granted pursuant to clauses (i)(a) through (i)(c) above and Lien thereon, subject to Customary Permitted Liens Additional Subsidiary Guarantors.

Additional Material Domestic Subsidiaries. The Parent will not, and will not permit any Subsidiary to, form or acquire any Material Domestic Subsidiary after the Effective Date, except that the Parent or any Subsidiary may form, create or acquire a wholly-owned Material Domestic Subsidiary so long as (a) immediately thereafter and giving effect thereto, no event will occur and be continuing which constitutes a Default and (b) if such Material Domestic Subsidiary is a Restricted Subsidiary, such Material Domestic Subsidiary shall execute and deliver a Guaranty (or, at the option of Administrative Agent, a joinder to the Guaranty executed as of September 7, 2004).

Additional Material Domestic Subsidiaries. Upon the formation or acquisition of any new direct or indirect Subsidiary (other than any Excluded Subsidiary) by any Loan Party (provided that (i) any Subsidiary redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary and (ii) any Excluded Subsidiary ceasing to be an Excluded Subsidiary but remaining a Restricted Subsidiary shall, at the time of any determination thereof, be deemed to constitute the acquisition of a Restricted Subsidiary for all purposes of this Section 6.12), then the Borrower shall, at the Borrower’s expense: within 30 days after such formation or acquisition, cause such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver to the 140812225 v1 Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents.

Additional Material Domestic Subsidiaries. Upon the formation or acquisition of any new direct or indirect Subsidiary (other than any Excluded Subsidiary) by any Loan Party (including, without

Additional Material Domestic Subsidiaries. 59 7.13. Concerning the Collateral ..................................... 60

Additional Material Domestic Subsidiaries. Promptly after the creation or acquisition of any Material Domestic Subsidiary (and, in any event, within thirty (30) days after such creation or acquisition, as such time period may be extended by the Bank in its sole discretion) cause such Material Domestic Subsidiary to (i) become a Guarantor and grant a security interest in all personal and/or real property of such Material Domestic Subsidiary (subject to the exceptions specified in the Security Documents) owned by such Subsidiary by delivering to the Bank such documents as the Bank shall deem appropriate for such purpose, (ii) deliver to the Bank such opinions, documents and certificates referred to in Section 7.1 as may be reasonably requested by the Bank, (iii) deliver to the Bank such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Material Domestic Subsidiary, and (iv) deliver to the Bank such other documents as may be reasonably requested by the Bank, all in form, content and scope reasonably satisfactory to the Bank.

Additional Material Domestic Subsidiaries. If any consolidated Subsidiary of the Parent (other than a New Subsidiary to the extent addressed in Section 7.2(K)(i) above) becomes a Material Domestic Subsidiary, the Parent shall cause any such Material Domestic Subsidiary to deliver to the Administrative Agent the applicable Collateral Documents described in clauses (i)(a) through (c) above and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, all such documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the date on which such consolidated Subsidiary became a Material Domestic Subsidiary, in each case, to provide the Administrative Agent with a first priority perfected security interest on the Collateral granted pursuant to clauses (i)(a) through (i)(c) above and Lien thereon.

Additional Material Domestic Subsidiaries. Upon the formation or acquisition of any new direct or indirect Subsidiary (other than any Excluded Subsidiary) by any Loan Party (including, without limitation, upon the formation of any Subsidiary that is a Divided LLC or any Subsidiary that is formed by means of a comparable transaction under any similar law)(provided that (i) any Subsidiary redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary and (ii) any Excluded Subsidiary ceasing to be an Excluded Subsidiary but remaining a Restricted Subsidiary shall, at the time of any determination thereof, be deemed to constitute the acquisition of a Restricted Subsidiary for all purposes of this Section 6.12), then the Borrower shall, at the Borrower’s expense: within 30 days after such formation or acquisition, cause such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents.