Common use of Additional Material Subsidiaries Clause in Contracts

Additional Material Subsidiaries. Notify the Administrative Agent if any of the following occurs (each, a “New Material Subsidiary Event”) (i) any entity (other than Rendezvous Gas or an Affiliate Non-Wholly Owned Subsidiary) becomes a Material Subsidiary, (ii) any Material Subsidiary (other than Rendezvous Gas or an Affiliate Non-Wholly Owned Subsidiary) is created or acquired or otherwise becomes owned directly or indirectly by the Parent Guarantor or (iii) Rendezvous Gas becomes, or any Affiliate Non-Wholly Owned Subsidiary becomes, a Wholly Owned Subsidiary. Promptly (and in any event within thirty (30) days (or such greater number of days as may be agreed by the Administrative Agent)) after such New Material Subsidiary Event, cause such Material Subsidiary (in the case of clause (i) or (ii)), or cause Rendezvous Gas or such Affiliate Non-Wholly Owned Subsidiary if it is a Material Subsidiary at such time (in the case of clause (iii)), to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) xxxxx x Xxxx on assets and property owned by such Subsidiary in accordance with Section 6.11(a) by delivering to the Administrative Agent a duly executed supplement to each Security Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each such Security Agreement, (iii) deliver to the Administrative Agent such documents, certificates and opinion of counsel, each of the type referred to in Section 4.02(b)(i) and (ii), as may be reasonably requested by the Administrative Agent, (iv) to the extent not previously delivered, deliver to the Administrative Agent such original stock or other certificates and stock or other transfer powers evidencing the Equity Interests issued by such Material Subsidiary and evidencing Equity Interests owned by such Material Subsidiary, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Material Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with the foregoing, in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Material Subsidiaries. Notify the Administrative Agent if (a) Promptly upon any of the following occurs (each, a “New Material Domestic Subsidiary Event”) (i) any entity (other than Rendezvous Gas or an Affiliate Non-Wholly Owned Subsidiary) becomes becoming a Material Subsidiary, (ii) any Material Subsidiary (other than Rendezvous Gas or an Affiliate Non-Wholly Owned Subsidiary) is created or acquired or otherwise becomes owned directly or indirectly by the Parent Guarantor or (iii) Rendezvous Gas becomes, or any Affiliate Non-Wholly Owned Subsidiary becomes, a Wholly Owned Subsidiary. Promptly (and in any event within thirty (30) days (or such greater number of days as may be agreed by the Administrative Agent)) after such New Material Subsidiary Event, cause such Material Subsidiary (in the case of clause Borrower will (i) or (ii))cause such Domestic Subsidiary to guarantee the obligations under the Loan Documents, or cause Rendezvous Gas or such Affiliate Non-Wholly Owned Subsidiary if it is pursuant to a Material Subsidiary at such time (Guarantee substantially in the case form of clause (iii)), to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Guarantee Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) xxxxx x Xxxx on assets and property owned by such Subsidiary in accordance with Section 6.11(a) by delivering to the Administrative Agent a duly executed supplement to each Security Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each such Security Agreement, (iii) deliver to the Administrative Agent such documents, certificates and opinion of counsel, each of the type referred to in Section 4.02(b)(i) and (ii), as may be reasonably requested by the Administrative Agent, (iv) to the extent not previously delivered, deliver to the Administrative Agent such original stock or other certificates and stock or other transfer powers evidencing the Equity Interests issued by such Material Subsidiary and evidencing Equity Interests owned by such Material Subsidiary, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Material Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with the foregoing, in form, content and scope otherwise reasonably satisfactory to the Administrative Agent, (ii) cause the obligations under the Loan Documents to be secured be a perfected first-priority lien on all of the personal property of such Domestic Subsidiary, pursuant to a Security Agreement, a Pledge Agreement and other documents and instruments consistent with those delivered under Sections 4.01(c), (d) and (e), (iii) cause all outstanding Equity Interests of such Domestic Subsidiary owned directly or indirectly by any Loan Party to be subject to a perfected first-priority Lien, pursuant to a Pledge Agreement and (iv) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article IV or as the Administrative Agent shall have reasonably requested. (b) Promptly upon any Foreign Subsidiary becoming a Material Subsidiary (provided that the Borrower shall have up to 30 days after the date hereof to perfect the pledge of 65% of the Equity Interests of Dynamic Graphics Ltd. under the laws of the United Kingdom), the Borrower and each other Material Subsidiary will (i) cause all of the Equity Interests of such Foreign Subsidiary to be pledged and delivered (or, in the case of adverse tax consequences for the Borrower or the Subsidiaries, (x) if such Equity Interests are held directly by a Domestic Subsidiary, cause 65% of the voting Equity Interests of such Foreign Subsidiary to be pledged and delivered and (y) if such Equity Interests are held directly by a Foreign Subsidiary, cause the highest percentage of such Equity Interests that shall not create adverse tax consequences for the Borrower or the Subsidiaries to be pledged and delivered) to the Administrative Agent for its benefit and the ratable benefit of the Lenders, pursuant to a Pledge Agreement and (ii) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article IV or as the Administrative Agent shall have reasonably requested.

Additional Material Subsidiaries. Notify the Administrative Agent if (a) Promptly upon any of the following occurs (each, Domestic Subsidiary becoming a “New Material Subsidiary Event”) after the Effective Date but excluding, in any event, the CRL Trust, the Parent and the Borrower will (i) any entity (other than Rendezvous Gas or an Affiliate Non-Wholly Owned Subsidiary) becomes cause such Domestic Subsidiary to guarantee the Obligations, pursuant to a Material Subsidiary, (ii) any Material Subsidiary (other than Rendezvous Gas or an Affiliate Non-Wholly Owned Subsidiary) is created or acquired Guarantee substantially in the form of the Guarantee Agreement or otherwise becomes owned directly or indirectly by the Parent Guarantor or (iii) Rendezvous Gas becomes, or any Affiliate Non-Wholly Owned Subsidiary becomes, a Wholly Owned Subsidiary. Promptly (and in any event within thirty (30) days (or such greater number of days as may be agreed by the Administrative Agent)) after such New Material Subsidiary Event, cause such Material Subsidiary (in the case of clause (i) or (ii)), or cause Rendezvous Gas or such Affiliate Non-Wholly Owned Subsidiary if it is a Material Subsidiary at such time (in the case of clause (iii)), to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) xxxxx x Xxxx on assets and property owned by such Subsidiary in accordance with Section 6.11(a) by delivering to the Administrative Agent a duly executed supplement to each Security Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each such Security Agreement, (iii) deliver to the Administrative Agent such documents, certificates and opinion of counsel, each of the type referred to in Section 4.02(b)(i) and (ii), as may be reasonably requested by the Administrative Agent, (iv) to the extent not previously delivered, deliver to the Administrative Agent such original stock or other certificates and stock or other transfer powers evidencing the Equity Interests issued by such Material Subsidiary and evidencing Equity Interests owned by such Material Subsidiary, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Material Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with the foregoing, in form, content and scope reasonably satisfactory to the Administrative Agent, (ii) cause the Obligations to be secured by a perfected first-priority lien on all of the personal property of such Domestic Subsidiary, pursuant to a Security Agreement, a Pledge Agreement and other documents and instruments consistent with those delivered under Sections 4.01(c), (d) and (e) (and subject to any limitations and exceptions consistent with those contained in any such documents or instruments), (iii) cause all outstanding Capital Stock of such Domestic Subsidiary owned directly or indirectly by any Loan Party to be subject to a perfected first-priority Lien, pursuant to a Pledge Agreement and (iv) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article IV or as the Administrative Agent shall have reasonably requested. (b) Promptly upon any Foreign Subsidiary becoming a Material Subsidiary after the Effective Date, the Parent, the Borrower and each other Material Subsidiary will (i) cause all of the Capital Stock of such Foreign Subsidiary to be pledged and delivered (or, in the case of adverse tax consequences for the Consolidated Entities, (x) if such Capital Stock is held directly by a Domestic Subsidiary, cause 65% of the voting Capital Stock of such Foreign Subsidiary to be pledged and delivered and (y) if such Capital Stock is held directly by a Foreign Subsidiary, cause the highest percentage of such Capital Stock that shall not create adverse tax consequences for the Consolidated Entities to be pledged and delivered) to the Administrative Agent for its benefit and the ratable benefit of the Lenders, pursuant to a Pledge Agreement (or other agreement reasonably satisfactory to the Administrative Agent) and (ii) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article IV or as the Administrative Agent shall have reasonably requested.

Additional Material Subsidiaries. Notify the Administrative Agent if any of the following occurs (each, a “New Material Subsidiary Event”) (i) any entity (other than Rendezvous Gas or an Affiliate Non-Wholly Owned Subsidiary) becomes a Material Subsidiary, (ii) any Material Subsidiary (other than Rendezvous Gas or an Affiliate Non-Wholly Owned Subsidiary) is created or acquired or otherwise becomes owned directly or indirectly by the Parent Guarantor or (iii) Rendezvous Gas becomes, or any Affiliate Non-Wholly Owned Subsidiary becomes, a Wholly Owned Subsidiary. Promptly (and in any event within thirty (30) days (or such greater number of days as may be agreed by the Administrative Agent)) after such New Material Subsidiary Event, cause such Material Subsidiary (in the case of clause (i) or (ii)), ) or cause Rendezvous Gas or such Affiliate Non-Wholly Owned Subsidiary if it is a Material Subsidiary at such time (in the case of clause (iii)), if it is a Material Subsidiary at such time) to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) xxxxx x Xxxx on assets and property owned by such Subsidiary in accordance with Section 6.11(a) by delivering to the Administrative Agent a duly executed supplement to each Security Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each such Security Agreement, (iii) deliver to the Administrative Agent such documents, certificates and opinion of counsel, each of the type referred to in Section 4.02(b)(i) and (ii), as may be reasonably requested by the Administrative Agent, (iv) to the extent not previously delivered, deliver to the Administrative Agent such original stock or other certificates and stock or other transfer powers evidencing the Equity Interests issued by such Material Subsidiary and evidencing Equity Interests owned by such Material Subsidiary, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Material Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with the foregoing, in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Material Subsidiaries. Notify (a) Promptly upon any Domestic Subsidiary becoming a Material Domestic Subsidiary after the Administrative Agent if any of Second Amendment and Restatement Effective Date, the following occurs (each, a “New Material Subsidiary Event”) Parent Borrower will (i) any entity (other than Rendezvous Gas or an Affiliate Non-Wholly Owned Subsidiary) becomes cause such Domestic Subsidiary to guarantee the Obligations, pursuant to a Material Subsidiary, (ii) any Material Subsidiary (other than Rendezvous Gas or an Affiliate Non-Wholly Owned Subsidiary) is created or acquired Guarantee substantially in the form of the Guarantee Agreement or otherwise becomes owned directly or indirectly by the Parent Guarantor or (iii) Rendezvous Gas becomes, or any Affiliate Non-Wholly Owned Subsidiary becomes, a Wholly Owned Subsidiary. Promptly (and in any event within thirty (30) days (or such greater number of days as may be agreed by the Administrative Agent)) after such New Material Subsidiary Event, cause such Material Subsidiary (in the case of clause (i) or (ii)), or cause Rendezvous Gas or such Affiliate Non-Wholly Owned Subsidiary if it is a Material Subsidiary at such time (in the case of clause (iii)), reasonably satisfactory to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) xxxxx x Xxxx on assets and property owned by such Subsidiary in accordance with Section 6.11(a) by delivering to the Administrative Agent a duly executed supplement to each Security Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each such Security Agreement, (iii) deliver to the Administrative Agent such documents, certificates and opinion of counsel, each of the type referred to in Section 4.02(b)(i) and (ii), as may be reasonably requested by the Administrative Agent, (ivii) if the Collateral Release Date has not occurred (x) cause the Obligations to be secured by a perfected first-priority lien on all of the extent not previously delivered, deliver to the Administrative Agent personal property of such original stock or other certificates and stock or other transfer powers evidencing the Equity Interests issued by such Material Subsidiary and evidencing Equity Interests owned by such Material Domestic Subsidiary, (v) deliver pursuant to the Administrative Agent a Security Agreement, a Pledge Agreement and other such updated Schedules to the Loan Documents as documents and instruments including Uniform Commercial Code financing statements required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded so that the Administrative Agent, for its benefit and the ratable benefit of the Lenders, shall have a legal, valid and enforceable perfected first-priority Lien on the Collateral (and subject to any limitations and exceptions consistent with respect to those contained in any such Material Subsidiary, documents or instruments) and (viy) cause all outstanding Capital Stock of such Domestic Subsidiary owned directly or indirectly by any Loan Party to be subject to a perfected first-priority Lien, pursuant to a Pledge Agreement and (iii) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article IV or as the Administrative Agent shall have reasonably requested. (b) Promptly upon any Foreign Subsidiary becoming a Material Subsidiary after the Second Amendment and Restatement Effective Date and prior to the Collateral Release Date, the Parent Borrower and each other Material Domestic Subsidiary will (i) cause all of the Capital Stock of such Foreign Subsidiary owned by the Parent Borrower and the Material Domestic Subsidiaries to be pledged and delivered (provided that no more than 65% of the outstanding voting Capital Stock of any Foreign Subsidiary owned by the Parent Borrower and the Material Domestic Subsidiaries shall be required to be pledged and delivered) to the Administrative Agent such for its benefit and the ratable benefit of the Lenders, pursuant to a Pledge Agreement (or other documents as may be reasonably requested by the Administrative Agent in connection with the foregoing, in form, content and scope agreement reasonably satisfactory to the Administrative Agent) and (ii) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article IV or as the Administrative Agent shall have reasonably requested.

Additional Material Subsidiaries. Notify the Administrative Agent if (a) Promptly upon any of the following occurs (each, a “New Material Domestic Subsidiary Event”) (i) any entity (other than Rendezvous Gas or an Affiliate Non-Wholly Owned Subsidiary) becomes becoming a Material Subsidiary, (ii) any Material Subsidiary (other than Rendezvous Gas or an Affiliate Non-Wholly Owned Subsidiary) is created or acquired or otherwise becomes owned directly or indirectly by the Parent Guarantor or (iii) Rendezvous Gas becomes, or any Affiliate Non-Wholly Owned Subsidiary becomes, a Wholly Owned Subsidiary. Promptly (and in any event within thirty (30) days (or such greater number of days as may be agreed by the Administrative Agent)) after such New Material Subsidiary Event, cause such Material Subsidiary (in the case of clause Borrower will (i) or (ii))cause such Domestic Subsidiary to guarantee the obligations under the Loan Documents, or cause Rendezvous Gas or such Affiliate Non-Wholly Owned Subsidiary if it is pursuant to a Material Subsidiary at such time (Guarantee substantially in the case form of clause (iii)), to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Guarantee Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) xxxxx x Xxxx on assets and property owned by such Subsidiary in accordance with Section 6.11(a) by delivering to the Administrative Agent a duly executed supplement to each Security Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each such Security Agreement, (iii) deliver to the Administrative Agent such documents, certificates and opinion of counsel, each of the type referred to in Section 4.02(b)(i) and (ii), as may be reasonably requested by the Administrative Agent, (iv) to the extent not previously delivered, deliver to the Administrative Agent such original stock or other certificates and stock or other transfer powers evidencing the Equity Interests issued by such Material Subsidiary and evidencing Equity Interests owned by such Material Subsidiary, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Material Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with the foregoing, in form, content and scope otherwise reasonably satisfactory to the Administrative Agent, (ii) cause the obligations under the Loan Documents to be secured be a perfected first-priority lien on all of the personal property of such Domestic Subsidiary, pursuant to a Security Agreement, a Pledge Agreement and other documents and instruments consistent with those delivered under Sections 5.01(c), (d) and (e), (iii) cause all outstanding Equity Interests of such Domestic Subsidiary owned directly or indirectly by any Loan Party to be subject to a perfected first-priority Lien, pursuant to a Pledge Agreement and (iv) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article V or as the Administrative Agent shall have reasonably requested. (b) Promptly upon any Foreign Subsidiary becoming a Material Subsidiary, the Borrower and each other Material Subsidiary will (i) cause all of the Equity Interests of such Foreign Subsidiary to be pledged and delivered (or, in the case of adverse tax consequences for the Borrower or the Subsidiaries, (x) if such Equity Interests are held directly by a Domestic Subsidiary, cause 65% of the voting Equity Interests of such Foreign Subsidiary to be pledged and delivered and (y) if such Equity Interests are held directly by a Foreign Subsidiary, cause the highest percentage of such Equity Interests that shall not create adverse tax consequences for the Borrower or the Subsidiaries to be pledged and delivered) to the Administrative Agent for its benefit and the ratable benefit of the Lenders, pursuant to a Pledge Agreement and (ii) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article V or as the Administrative Agent shall have reasonably requested.

Additional Material Subsidiaries. Notify the Administrative Agent Promptly (but in any event no later than 45 Business Days or, if any of the following occurs (eachin connection with a Permitted Asset Swap, no later than five days after such occurrence) after the incorporation or formation of a “New Material Subsidiary Event”) (i) any entity (other than Rendezvous Gas AE Capital) or an Affiliate Non-Wholly Owned Subsidiaryafter any Subsidiary (other than AE Capital) becomes a Material Subsidiary, in each case, to the extent the same occurs prior to the Collateral Release Date, deliver to the Collateral Agent (ii) any Material Subsidiary (other than Rendezvous Gas or an Affiliate Non-Wholly Owned Subsidiary) is created or acquired or otherwise becomes owned directly or indirectly by the Parent Guarantor or (iii) Rendezvous Gas becomes, or any Affiliate Non-Wholly Owned Subsidiary becomes, with a Wholly Owned Subsidiary. Promptly (and in any event within thirty (30) days (or such greater number of days as may be agreed by copy to the Administrative Agent)) after such New Material Subsidiary Event, cause such Material Subsidiary (in the case of clause following: (i) certificate(s) representing Equity Interests in such Material Subsidiary, if any, owned by the Borrower and its other Subsidiaries, accompanied by undated stock powers (or (ii)), or cause Rendezvous Gas or such Affiliate Non-Wholly Owned Subsidiary if it is a Material Subsidiary at such time (an equivalent instrument) executed in the case of clause (iii)), to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purposeblank, (ii) xxxxx x Xxxx on assets and property owned by if such Material Subsidiary is not a direct Subsidiary of the Borrower, a security or pledge agreement (substantially in accordance with Section 6.11(a) by delivering the form of the Security Agreement insofar as the provisions thereof relate to the Administrative Agent granting of a security interest in Equity Interests or rights with respect to the Equity Interests pledged thereunder), duly executed supplement to each Security Agreement or by the parent of such other document as Material Subsidiary, securing the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each such Security AgreementSenior Debt Obligations, (iii) deliver to evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Security Agreement (with respect to the Equity Interests in such documentsMaterial Subsidiary owned by the Borrower, certificates and opinion of counselif any) or, each if such Material Subsidiary is not a direct Subsidiary of the type Borrower, under the pledge or security agreement referred to in Section 4.02(b)(iclause (ii) above (with respect to the Equity Interests in such Material Subsidiary owned by each other Subsidiary of the Borrower) and (ii), as may be reasonably requested by the Administrative Agent, (iv) in respect of any pledge or security agreement referred to the extent not previously deliveredin clause (ii) above only, deliver to the Administrative Agent such original stock or other certificates and stock or other transfer powers evidencing the Equity Interests issued by such Material Subsidiary and evidencing Equity Interests owned by such Material Subsidiary, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with customary legal opinions in respect to such Material Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with the foregoingthereof, in form, content form and scope substance reasonably satisfactory to the Administrative Agent.

Additional Material Subsidiaries. Notify (a) Promptly upon any Domestic Subsidiary becoming a Material Domestic Subsidiary after the Administrative Agent if any of First Borrowing Date, the following occurs (each, a “New Material Subsidiary Event”) Parent Borrower will (i) any entity (other than Rendezvous Gas or an Affiliate Non-Wholly Owned Subsidiary) becomes cause such Domestic Subsidiary to guarantee the Obligations, pursuant to a Material Subsidiary, (ii) any Material Subsidiary (other than Rendezvous Gas or an Affiliate Non-Wholly Owned Subsidiary) is created or acquired Guarantee substantially in the form of the Guarantee Agreement or otherwise becomes owned directly or indirectly by the Parent Guarantor or (iii) Rendezvous Gas becomes, or any Affiliate Non-Wholly Owned Subsidiary becomes, a Wholly Owned Subsidiary. Promptly (and in any event within thirty (30) days (or such greater number of days as may be agreed by the Administrative Agent)) after such New Material Subsidiary Event, cause such Material Subsidiary (in the case of clause (i) or (ii)), or cause Rendezvous Gas or such Affiliate Non-Wholly Owned Subsidiary if it is a Material Subsidiary at such time (in the case of clause (iii)), reasonably satisfactory to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) xxxxx x Xxxx on assets and property owned by such Subsidiary in accordance with Section 6.11(a) by delivering to the Administrative Agent a duly executed supplement to each Security Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each such Security Agreement, (iii) deliver to the Administrative Agent such documents, certificates and opinion of counsel, each of the type referred to in Section 4.02(b)(i) and (ii), as may be reasonably requested by the Administrative Agent, (ivii) cause the Obligations to be secured by a perfected first-priority lien on all of the extent not previously delivered, deliver to the Administrative Agent personal property of such original stock or other certificates and stock or other transfer powers evidencing the Equity Interests issued by such Material Subsidiary and evidencing Equity Interests owned by such Material Domestic Subsidiary, (v) deliver pursuant to the Administrative Agent a Security Agreement, a Pledge Agreement and other such updated Schedules to the Loan Documents as documents and instruments including Uniform Commercial Code financing statements required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded so that the Administrative Agent, for its benefit and the ratable benefit of the Lenders, shall have a legal, valid and enforceable perfected first-priority Lien on the Collateral (and subject to any limitations and exceptions consistent with respect those contained in any such documents or instruments), (iii) cause all outstanding Capital Stock of such Domestic Subsidiary owned directly or indirectly by any Loan Party to such Material Subsidiarybe subject to a perfected first-priority Lien, pursuant to a Pledge Agreement and (viiv) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article IV or as the Administrative Agent shall have reasonably requested. (b) Promptly upon any Foreign Subsidiary becoming a Material Subsidiary after the First Borrowing Date, the Parent Borrower and each other Material Domestic Subsidiary will (i) cause all of the Capital Stock of such Foreign Subsidiary owned by the Parent Borrower and the Material Domestic Subsidiaries to be pledged and delivered (provided that no more than 65% of the outstanding voting Capital Stock of any Foreign Subsidiary owned by the Parent Borrower and the Material Domestic Subsidiaries shall be required to be pledged and delivered) to the Administrative Agent such for its benefit and the ratable benefit of the Lenders, pursuant to a Pledge Agreement (or other documents as may be reasonably requested by the Administrative Agent in connection with the foregoing, in form, content and scope agreement reasonably satisfactory to the Administrative Agent) and (ii) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article IV or as the Administrative Agent shall have reasonably requested.

Additional Material Subsidiaries. Notify the Administrative Agent if (a) Promptly upon any of the following occurs (each, a “New Material Domestic Subsidiary Event”) (i) any entity (other than Rendezvous Gas or an Affiliate Non-Wholly Owned Subsidiary) becomes becoming a Material Subsidiary, (ii) any Material Subsidiary (other than Rendezvous Gas or an Affiliate Non-Wholly Owned Subsidiary) is created or acquired or otherwise becomes owned directly or indirectly by the Parent Guarantor or (iii) Rendezvous Gas becomes, or any Affiliate Non-Wholly Owned Subsidiary becomes, a Wholly Owned Subsidiary. Promptly (and in any event within thirty (30) days (or such greater number of days as may be agreed by the Administrative Agent)) after such New Material Subsidiary Event, cause such Material Subsidiary (in the case of clause Borrower will (i) or (ii))cause such Domestic Subsidiary to guarantee the obligations under the Loan Documents, or cause Rendezvous Gas or such Affiliate Non-Wholly Owned Subsidiary if it is pursuant to a Material Subsidiary at such time (Guarantee substantially in the case form of clause (iii)), to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Guarantee Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) xxxxx x Xxxx on assets and property owned by such Subsidiary in accordance with Section 6.11(a) by delivering to the Administrative Agent a duly executed supplement to each Security Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each such Security Agreement, (iii) deliver to the Administrative Agent such documents, certificates and opinion of counsel, each of the type referred to in Section 4.02(b)(i) and (ii), as may be reasonably requested by the Administrative Agent, (iv) to the extent not previously delivered, deliver to the Administrative Agent such original stock or other certificates and stock or other transfer powers evidencing the Equity Interests issued by such Material Subsidiary and evidencing Equity Interests owned by such Material Subsidiary, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Material Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with the foregoing, in form, content and scope otherwise reasonably satisfactory to the Administrative Agent, (ii) cause the obligations under the Loan Documents to be secured be a perfected first-priority lien on all of the personal property of such Domestic Subsidiary, pursuant to the Security Agreement, the Pledge Agreement and other documents and instruments consistent with those delivered under Sections 5.01(c), (d) and (e), (iii) cause all outstanding Equity Interests of such Domestic Subsidiary owned directly or indirectly by any Loan Party to be subject to a perfected first-priority Lien, pursuant to the Pledge Agreement and (iv) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article V or as the Administrative Agent shall have reasonably requested. (b) Promptly upon any Foreign Subsidiary becoming a Material Subsidiary, the Borrower and each other Material Subsidiary will (i) cause all of the Equity Interests of such Foreign Subsidiary to be pledged and delivered (or, in the case of adverse tax consequences for the Borrower or the Subsidiaries, (x) if such Equity Interests are held directly by a Domestic Subsidiary, cause 65% of the voting Equity Interests of such Foreign Subsidiary to be pledged and delivered and (y) if such Equity Interests are held directly by a Foreign Subsidiary, cause the highest percentage of such Equity Interests that shall not create adverse tax consequences for the Borrower or the Subsidiaries to be pledged and delivered) to the Administrative Agent for its benefit and the ratable benefit of the Lenders, pursuant to the Pledge Agreement and (ii) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article V or as the Administrative Agent shall have reasonably requested.

Additional Material Subsidiaries. Notify (a) Promptly upon any Domestic Subsidiary becoming a Material Domestic Subsidiary after the Administrative Agent if any of First Borrowing Date, the following occurs (each, a “New Material Subsidiary Event”) Borrower will (i) any entity (other than Rendezvous Gas or an Affiliate Non-Wholly Owned Subsidiary) becomes cause such Domestic Subsidiary to guarantee the Obligations, pursuant to a Material Subsidiary, (ii) any Material Subsidiary (other than Rendezvous Gas or an Affiliate Non-Wholly Owned Subsidiary) is created or acquired Guarantee substantially in the form of the Guarantee Agreement or otherwise becomes owned directly or indirectly by the Parent Guarantor or (iii) Rendezvous Gas becomes, or any Affiliate Non-Wholly Owned Subsidiary becomes, a Wholly Owned Subsidiary. Promptly (and in any event within thirty (30) days (or such greater number of days as may be agreed by the Administrative Agent)) after such New Material Subsidiary Event, cause such Material Subsidiary (in the case of clause (i) or (ii)), or cause Rendezvous Gas or such Affiliate Non-Wholly Owned Subsidiary if it is a Material Subsidiary at such time (in the case of clause (iii)), to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) xxxxx x Xxxx on assets and property owned by such Subsidiary in accordance with Section 6.11(a) by delivering to the Administrative Agent a duly executed supplement to each Security Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each such Security Agreement, (iii) deliver to the Administrative Agent such documents, certificates and opinion of counsel, each of the type referred to in Section 4.02(b)(i) and (ii), as may be reasonably requested by the Administrative Agent, (iv) to the extent not previously delivered, deliver to the Administrative Agent such original stock or other certificates and stock or other transfer powers evidencing the Equity Interests issued by such Material Subsidiary and evidencing Equity Interests owned by such Material Subsidiary, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Material Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with the foregoing, in form, content and scope reasonably satisfactory to the Administrative Agent, (ii) cause the Obligations to be secured by a perfected first-priority lien on all of the personal property of such Domestic Subsidiary, pursuant to a Security Agreement, a Pledge Agreement and other documents and instruments consistent with those delivered under Sections 4.02(c), (d) and (e) (and subject to any limitations and exceptions consistent with those contained in any such documents or instruments), (iii) cause all outstanding Capital Stock of such Domestic Subsidiary owned directly or indirectly by any Loan Party to be subject to a perfected first-priority Lien, pursuant to a Pledge Agreement and (iv) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article IV or as the Administrative Agent shall have reasonably requested. (b) Promptly upon any Foreign Subsidiary becoming a Material Subsidiary after the First Borrowing Date, the Borrower and each other Material Domestic Subsidiary will (i) cause all of the Capital Stock of such Foreign Subsidiary owned by the Borrower and the Material Domestic Subsidiaries to be pledged and delivered (provided that no more than 65% of the outstanding voting Capital Stock of any Foreign Subsidiary owned by the Borrower and the Material Domestic Subsidiaries shall be required to be pledged and delivered) to the Administrative Agent for its benefit and the ratable benefit of the Lenders, pursuant to a Pledge Agreement (or other agreement reasonably satisfactory to the Administrative Agent) and (ii) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article IV or as the Administrative Agent shall have reasonably requested.

Additional Material Subsidiaries. Notify the Administrative Agent Promptly (but in any event no later than 45 Business Days or, if any of the following occurs (eachin connection with a Permitted Asset Swap, no later than five days after such occurrence) after the incorporation or formation of a “New Material Subsidiary Event”) (i) any entity (other than Rendezvous Gas AE Capital) or an Affiliate Non-Wholly Owned Subsidiaryafter any Subsidiary (other than AE Capital) becomes a Material Subsidiary, in each case, to the extent the same occurs prior to the Collateral Release Date, deliver to the Collateral Agent (ii) any Material Subsidiary (other than Rendezvous Gas or an Affiliate Non-Wholly Owned Subsidiary) is created or acquired or otherwise becomes owned directly or indirectly by the Parent Guarantor or (iii) Rendezvous Gas becomes, or any Affiliate Non-Wholly Owned Subsidiary becomes, with a Wholly Owned Subsidiary. Promptly (and in any event within thirty (30) days (or such greater number of days as may be agreed by copy to the Administrative Agent)) after such New Material Subsidiary Event, cause such Material Subsidiary (in the case of clause following: (i) certificate(s) representing Equity Interests in such Material Subsidiary, if any, owned by the Borrower and its other Subsidiaries, accompanied by undated stock powers (or (ii)), or cause Rendezvous Gas or such Affiliate Non-Wholly Owned Subsidiary if it is a Material Subsidiary at such time (an equivalent 82 AESC Credit Agreement instrument) executed in the case of clause (iii)), to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purposeblank, (ii) xxxxx x Xxxx on assets and property owned by if such Material Subsidiary is not a direct Subsidiary of the Borrower, a security or pledge agreement (substantially in accordance with Section 6.11(a) by delivering the form of the Security Agreement insofar as the provisions thereof relate to the Administrative Agent granting of a security interest in Equity Interests or rights with respect to the Equity Interests pledged thereunder), duly executed supplement to each Security Agreement or by the parent of such other document as Material Subsidiary, securing the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each such Security AgreementSenior Debt Obligations, (iii) deliver to evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Security Agreement (with respect to the Equity Interests in such documentsMaterial Subsidiary owned by the Borrower, certificates and opinion of counselif any) or, each if such Material Subsidiary is not a direct Subsidiary of the type Borrower, under the pledge or security agreement referred to in Section 4.02(b)(iclause (ii) above (with respect to the Equity Interests in such Material Subsidiary owned by each other Subsidiary of the Borrower) and (ii), as may be reasonably requested by the Administrative Agent, (iv) in respect of any pledge or security agreement referred to the extent not previously deliveredin clause (ii) above only, deliver to the Administrative Agent such original stock or other certificates and stock or other transfer powers evidencing the Equity Interests issued by such Material Subsidiary and evidencing Equity Interests owned by such Material Subsidiary, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with customary legal opinions in respect to such Material Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with the foregoingthereof, in form, content form and scope substance reasonably satisfactory to the Administrative Agent.