Common use of Additional Restricted Subsidiaries Clause in Contracts

Additional Restricted Subsidiaries. If any Loan Party shall form or acquire a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not (i) an Immaterial Subsidiary, (ii) a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Subsidiary that is not a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the Lenders, the Borrower will notify the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets to secure the Obligations as the Agents shall reasonably request. If any shares of Capital Stock or Indebtedness of such Restricted Subsidiary are owned by or on behalf of any Loan Party, the Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares of Capital Stock of such Restricted Subsidiary to be pledged may be limited to 65% of the outstanding shares of Capital Stock of such Subsidiary).

Additional Restricted Subsidiaries. If any Loan Party shall form or acquire a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, ) that is not (i) an Immaterial Subsidiary, (ii) a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Subsidiary that is not a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the Lenders, the . The Borrower will notify the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets to secure the Obligations as the Agents shall reasonably request. If any shares of Capital Stock or Indebtedness of such Restricted Subsidiary are owned by or on behalf of any Loan Party, the Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares of Capital Stock of such Restricted Subsidiary to be pledged may be limited to 65% of the outstanding shares of Capital Stock of such Subsidiary).

Additional Restricted Subsidiaries. If Subject to Section 5.10(f) and the Agreed Security Principles, in furtherance of the foregoing, if any Loan Party shall form additional Subsidiary is formed or acquire acquired after the Effective Date or any Unrestricted Subsidiary is designated as a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary after the Effective Date, or the Canadian Borrower Joinder Date occurs, as a Restricted Subsidiary)applicable, including by means of a “plan of division” under such Borrower will notify the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not Administrative Agent and the Lenders thereof and (i) an Immaterial Subsidiary, (ii) if such Subsidiary is a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Domestic Subsidiary that is not a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit an Excluded Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the Lenders, the Borrower will notify the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder party to the Guaranty Agreement, pursuant to which such Domestic Subsidiary shall guarantee the Obligations (which include the Foreign Obligations), and under the U.S. Security Agreement, in each applicable Security Document in the manner provided therein within fifteen (15) Business Days case, promptly after such Restricted Subsidiary is formed formed, acquired or acquired designated and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets of the type that would be subject to the type of Security Documents described on Schedule 5.10 to secure such Obligations, as the CREDIT AGREEMENT, Page 101 Administrative Agent shall reasonably request, (ii) if such Subsidiary is a Specified Foreign Subsidiary that is not an Excluded Subsidiary, the Parent Borrower will cause such Restricted Subsidiary to become a party to (A) the Guaranty Agreement, pursuant to which such Foreign Subsidiary shall guarantee the Obligations (until the Pari Passu Notes Repayment Date) and after the Pari Passu Notes Repayment Date, only the Foreign Obligations and (B) the Canadian Security Agreement or other applicable Foreign Security Agreement, in each case, promptly after such Restricted Subsidiary is formed, acquired or designated and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets of the type that would be subject to the type of Security Documents described on Schedule 5.10 to secure the Obligations (until the Pari Passu Notes Repayment Date) and after the Pari Passu Notes Repayment Date, only the Foreign Obligations, as the Agents Administrative Agent shall reasonably request. If request and (iii) subject to the Agreed Security Principles, if any shares of Capital Stock or Indebtedness of such Equity Interest in any Restricted Subsidiary are owned is acquired after the Effective Date by or on behalf of any Loan PartyParty or any Unrestricted Subsidiary is designated as a Restricted Subsidiary after the Effective Date, the Parent Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares Equity Interests of Capital Stock of each such Restricted Subsidiary to be pledged may pursuant to the U.S. Security Agreement, Canadian Security Agreement or other Foreign Security Agreement, as applicable, promptly after such Restricted Subsidiary is formed, acquired or designated (except that, to the extent such pledge secures all the Obligations and not just the Foreign Obligations, if such Restricted Subsidiary is (x) a Domestic Subsidiary and substantially all of its assets consist of the debt or equity of one or more direct or indirect Foreign Subsidiaries (other than, in the case of Specified Foreign Subsidiaries, prior to the Pari Passu Notes Repayment Date; provided that in no event shall this parenthetical apply to any direct or indirect holding companies of the Foreign Borrowers that are not Specified Foreign Subsidiaries) or (y) a Foreign Subsidiary (other than Specified Foreign Subsidiaries, prior to the Pari Passu Notes Repayment Date; provided that in no event shall this parenthetical apply to any direct or indirect holding companies of any Foreign Borrowers which are not Specified Foreign Subsidiaries), the voting Equity Interest in such Restricted Subsidiary to be pledged pursuant to the U.S. Security Agreement, the Canadian Security Agreement and/or Foreign Security Agreement, as applicable, shall be limited to 65% of the outstanding shares of Capital Stock voting Equity Interests of such Restricted Subsidiary). Notwithstanding anything to the contrary herein and in any other Loan Document but subject to the Agreed Security Principles, on and after the Pari Passu Notes Repayment Date, the Foreign Subsidiary Loan Parties shall only guarantee the Foreign Obligations and the assets and property of the Foreign Subsidiary Loan Parties shall only secure the Foreign Obligations and the Lenders hereby authorize the Administrative Agent to take any actions and execute any documents in accordance with Section 9.10 as it reasonably determines are advisable to evidence or effect the guarantee and security structure contemplated by this sentence (such modified structure, the “Foreign Collateral Reallocation”).

Additional Restricted Subsidiaries. If any Loan Party shall form or acquire a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, ) that is not (i) an Immaterial Subsidiary, (ii) a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Subsidiary that is not a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the Lenders. The, the Borrower will notify the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets to secure the Obligations as the Agents shall reasonably request. If any shares of Capital Stock or Indebtedness of such Restricted Subsidiary are owned by or on behalf of any Loan Party, the Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares of Capital Stock of such Restricted Subsidiary to be pledged may be limited to 65% of the outstanding shares of Capital Stock of such Subsidiary).

Additional Restricted Subsidiaries. If any Loan Party shall form With respect to each Restricted Subsidiary of Borrower that is formed or acquire acquired after the date hereof (or each Unrestricted Subsidiary that hereafter becomes a Restricted Subsidiary) (in each case, a "New Restricted Subsidiary"), Borrower shall, concurrently with the formation or acquisition of such New Restricted Subsidiary (including by redesignation of an or such Unrestricted Subsidiary as becoming a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not ): (ia) an Immaterial Subsidiary, (ii) a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Subsidiary that is not a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the Lenders, the Borrower will notify the Agents thereof and will cause such New Restricted Subsidiary to become a Loan Party Borrower (or, at the election of Agent or the Required Lenders, a guarantor of all of the Obligations) hereunder and under each applicable Security Document deliver such Loan Documents, or joinders thereto, as Agent may require to evidence or effectuate (i) such New Restricted Subsidiary becoming a Borrower (or, in the manner provided therein within fifteen (15) Business Days after case of such New Restricted Subsidiary is formed or acquired and promptly take such actions to create and perfect becoming a guarantor, the unconditional guarantee of) all Obligations, (ii) the grant of first priority perfected Agent's Liens on all right, title, and interest of such New Restricted Subsidiary’s assets Subsidiary in the Collateral, and (iii) such New Restricted Subsidiary becoming bound by all of the provisions of the Loan Documents applicable to secure the Obligations Borrowers (or Guarantors, as the Agents shall reasonably request. If any shares of Capital Stock case may be) or Indebtedness of such the Restricted Subsidiary are owned by Subsidiaries or on behalf of any Loan Partythe Collateral, mutatis mutandis; (b) cause the Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares of Capital Stock of such New Restricted Subsidiary to be become pledged may be limited to 65% of Agent in substantially the outstanding shares of Capital same manner (and substantially the same timeframe) as the Stock of other Restricted Subsidiaries have been pledged to Agent; and (c) cause to be delivered to Agent opinions of counsel, in form and substance satisfactory to Agent, in respect of such New Restricted Subsidiary).

Additional Restricted Subsidiaries. If In furtherance of the foregoing, if any Loan Party shall form additional Subsidiary is formed or acquire acquired after the Effective Date or any Unrestricted Subsidiary is designated as a Restricted Subsidiary after the Effective Date, or the Canadian Borrower Joinder Date occurs, as applicable, such Borrower will notify the Administrative Agent and the Lenders thereof and (including by redesignation of an Unrestricted a) if such Subsidiary as is a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not (i) an Immaterial Subsidiary, (ii) a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Domestic Subsidiary that is not a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit an Excluded Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the Lenders, the Borrower will notify the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder party to the Guaranty Agreement, pursuant to which such Domestic Subsidiary shall guarantee the Obligations (which include the Canadian Obligations), and under the U.S. Security Agreement, in each applicable Security Document in the manner provided therein within fifteen (15) Business Days case, promptly after such Restricted Subsidiary is formed formed, acquired or designated and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets to secure such Obligations, as the Administrative Agent shall reasonably request, (b) if such Subsidiary is a Canadian Subsidiary that is not an Excluded Subsidiary, the Parent Borrower will cause such Restricted Subsidiary to become a party to (A) the Guaranty Agreement, pursuant to which such Canadian Subsidiary shall guarantee the Obligations (until the Pari Passu Notes Repayment Date) and CREDIT AGREEMENT, Page 80 after the Pari Passu Notes Repayment Date, only the Canadian Obligations and (B) the Canadian Security Agreement, in each case, promptly after such Restricted Subsidiary is formed, acquired or designated and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets to secure the Obligations (until the Pari Passu Notes Repayment Date) and the Canadian Obligations, as the Agents Administrative Agent shall reasonably request. If request and (d) if any shares of Capital Stock or Indebtedness of such Equity Interest in any Restricted Subsidiary are owned is acquired after the Effective Date by or on behalf of any Loan PartyParty or any Unrestricted Subsidiary is designated as a Restricted Subsidiary after the Effective Date, the Parent Borrower will cause the Equity Interests of each such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral Restricted Subsidiary to be pledged pursuant to secure the Obligations within fifteen (15) Business Days Security Agreement and/or Canadian Security Agreement, as applicable, promptly after such Restricted Subsidiary is formed formed, acquired or acquired designated (except that, if such Restricted Subsidiary is (i) a Domestic Subsidiary and substantially all of its assets consist of the debt or equity of one or more direct or indirect Foreign Subsidiaries (other than, after the Canadian Borrower Joinder Date and prior to the Pari Passu Notes Repayment Date, Canadian Subsidiaries; provided that in no event shall this parenthetical apply to any direct or indirect holding companies of any Canadian Subsidiaries which are Foreign Subsidiaries) or (ii) a Foreign SubsidiarySubsidiary (other than, prior to the Pari Passu Notes Repayment Date, Canadian Subsidiaries; provided that in no event shall this parenthetical apply to any direct or a CFC Holding Companyindirect holding companies of any Canadian Subsidiaries which are Foreign Subsidiaries), shares of Capital Stock of the Equity Interest in such Restricted Subsidiary to be pledged may pursuant to the Security Agreement and/or the Canadian Security Agreement, as applicable, shall be limited to 65% of the outstanding shares of Capital Stock Equity Interests of such Restricted Subsidiary). Notwithstanding anything to the contrary herein and in any other Loan Document, on and after the Pari Passu Notes Repayment Date the Canadian Loan Parties shall only guarantee the Canadian Obligations and the assets and property of the Canadian Loan Parties shall only secure the Canadian Obligations and the Lenders hereby authorize the Administrative Agent to take any actions and execute any documents in accordance with Section 9.10 as it reasonably determines are advisable to evidence or effect the guarantee and security structure contemplated by this sentence (such modified structure, the “Canadian Collateral Reallocation”).

Additional Restricted Subsidiaries. (a) If any Loan Party shall form or acquire a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not (i) any additional Subsidiary (other than an Excluded Subsidiary) or Intermediate Parent is formed or acquired after the Effective Date or (ii) if any Subsidiary ceases to be an Excluded Subsidiary or an Immaterial Subsidiary, Holdings or the Borrower will, within 30 days (iior such longer period as the Administrative Agent shall reasonably agree) a Foreign after such newly formed or acquired Subsidiary or Intermediate Parent is formed or acquired or such Subsidiary ceases to be an Excluded Subsidiary or ceases to be an Immaterial Subsidiary, notify the Administrative Agent thereof (iii) a CFC Holding Companyunless such Subsidiary is an Excluded Subsidiary), (iv) a Subsidiary that is not a wholly-owned Restricted and will cause such Subsidiary (other than unless such Subsidiary is an Excluded Subsidiary) or Intermediate Parent to satisfy the Collateral and Guarantee Requirement with respect to directors’ qualifying such Subsidiary or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) Intermediate Parent and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license Equity Interest in or authorization from Indebtedness of such Subsidiary or Intermediate Parent owned by any governmental authority would be required for Loan Party within 30 days after such notice (or such longer period as the provision of any such guaranty, and (viii) with respect to which the Borrower Administrative Agent shall reasonably agree and the Administrative Agent reasonably agree that the cost shall have received a completed Perfection Certificate with respect to such Subsidiary or Intermediate Parent signed by a Responsible Officer, together with all attachments contemplated thereby). Notwithstanding anything contained in this Section 5.11 or any other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits Loan Document to the Lenderscontrary, absent a change in law permitting such pledge or guarantee without Tax consequences to the Borrower, as reasonably determined by the Borrower will notify in good faith consultation with the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within fifteen Administrative Agent, (15i) Business Days after such Restricted Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets to secure the Obligations as the Agents shall reasonably request. If any shares of Capital Stock or Indebtedness of such Restricted Subsidiary are owned by or on behalf of any Loan Party, the Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares of Capital Stock of such Restricted Subsidiary to be pledged may be limited to no more than 65% of the outstanding shares total combined voting power of Capital Stock all classes of such Equity Interests entitled to vote in or of any Foreign Subsidiary shall be pledged or similarly hypothecated to guarantee or support any Obligation herein, (ii) no Foreign Subsidiary shall guarantee or support any Obligation herein and (iii) no security or similar interest shall be granted in the assets of any Foreign Subsidiary), which security or similar guarantees or supports any Obligation herein.

Additional Restricted Subsidiaries. If any Loan Party shall form or acquire a additional ----------------------------------- Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not (i) an Immaterial Subsidiary, (ii) a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Subsidiary that is not a wholly-owned Restricted an Inactive Subsidiary (other than with respect to directors’ qualifying is formed or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at acquired after the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the LendersEffective Date, the Borrower will notify the Agents Administrative Agent and the Lenders thereof and (a) if such Restricted Subsidiary is a Subsidiary Loan Party, the Borrower will cause such Restricted Subsidiary to become a party to the Guarantee Agreement and the Indemnity, Subrogation and Contribution Agreement in the manner provided therein within three Business Days after such Restricted Subsidiary is formed or acquired, (b) if such Restricted Subsidiary is a Subsidiary Loan Party hereunder and under that is a Subsidiary of the Borrower, the Borrower will cause such Restricted Subsidiary to become a party to each applicable Security Document in the manner provided therein within fifteen (15) three Business Days after such Restricted Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request. If , and (c) if any shares of Capital Stock capital stock or Indebtedness of such any additional Restricted Subsidiary are owned by or on behalf of any Loan Party, the Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged pursuant to secure the Obligations Pledge Agreement within fifteen (15) three Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Restricted Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares of Capital Stock common stock of such Restricted Subsidiary to be pledged pursuant to the Pledge Agreement may be limited to 65% (or such lesser percentage as is necessary to avoid adverse tax consequences to any Loan Party) of the outstanding shares of Capital Stock common stock of such Restricted Subsidiary).

Additional Restricted Subsidiaries. If Subject to Section 5.10(f) and the Agreed Security Principles, in furtherance of the foregoing, if any Loan Party shall form or acquire a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not (i) an Immaterial Subsidiary, (ii) a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Subsidiary that is not a wholly-owned additional Restricted Subsidiary (other than with respect to directors’ qualifying a Receivables Subsidiary) is formed or nominee shares)acquired after the Effective Date orSixth Amendment Date or becomes a Specified Foreign Subsidiary after the Sixth Amendment Date, (v) or any Unrestricted Subsidiary is designated as a captive insurance subsidiary Restricted Subsidiary after the Effective Date, or other special purpose entitythe Canadian Borrower Joinder Date occurs, (vi) not-for-profit Subsidiaryas applicable, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the LenderssuchSixth Amendment Date, the Parent Borrower will notify the Agents Administrative Agent and the Lenders thereof and (i) if such Subsidiary is a Domestic Subsidiary that is not an Excluded Subsidiary, such Borrower will cause such Restricted Subsidiary to become a Loan Party hereunder party to (A) the Guaranty Agreement, pursuant to which such Domestic Subsidiary shall guarantee the Obligations (which include the Foreign Obligations), and under (B) except during a Collateral Suspension Period, the U.S. Security Agreement, in each applicable Security Document in the manner provided therein within fifteen (15) Business Days case, promptly after such Restricted Subsidiary is formed formed, acquired or acquired and designated and, except during a Collateral Suspension Period, promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets of the type that would be subject to the type of Security Documents described on Schedule 5.10(after giving effect to the Sixth Amendment) to secure such Obligations, as the Administrative Agent shall reasonably request, (ii) if such Restricted Subsidiary is a Specified Canadian Subsidiary or a Specified Foreign Subsidiary that is not an Excluded Subsidiary, the Parent Borrower will cause such Restricted Subsidiary to become a party to (A) the Guaranty Agreement, pursuant to which such Foreign Subsidiary shall guarantee the Obligations (until the Pari Passu Notes Repayment Date) and after the Pari Passu Notes Repayment Date, only the Foreign Obligations and (B) except during a Collateral Suspension Period, the Canadian Security Agreement or other applicable Foreign Security Agreement, to the extent applicable, in each case, promptly after such Restricted Subsidiary is formed, acquired or, designated andor becomes a Specified Foreign Subsidiary, and, except during a Collateral Suspension Period, promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets of the type that would be subject to the type of Security Documents described on Schedule 5.10(after giving effect to the Sixth Amendment) to secure the Obligations (until the Pari Passu Notes Repayment Date) and after the Pari Passu Notes Repayment Date, only the Foreign Obligations, as the Agents Administrative Agent shall reasonably request. If request and (iii) subject to the Agreed Security Principles, if any shares of Capital Stock or Indebtedness of such Equity Interest in any(x) if any Restricted Subsidiary are owned isthat is a Domestic Subsidiary, a Specified Canadian Subsidiary or a Specified Foreign Subsidiary is formed or acquired after the EffectiveSixth Amendment Date by or on behalf of any Loan Party (or, in the case of a Specified Foreign Subsidiary, is designated or otherwise becomes a Specified Foreign Subsidiary after the Sixth Amendment Date) or (y) any Unrestricted Subsidiary (other than a Receivables Subsidiary) and Darling Green Energy LLC) that is a Domestic Subsidiary or a Specified Canadian Subsidiary or a Specified Foreign Subsidiary owned directly by a Loan Party, is designated as a Restricted Subsidiary after the Effective Date,Sixth Amendment Date, except during a Collateral Suspension Period, the Parent Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares Equity Interests of Capital Stock of each such Restricted Subsidiary to be pledged may pursuant to the U.S. Security Agreement, Canadian Security Agreement or other Foreign Security Agreement, as applicable, promptly after such Restricted Subsidiary is formed, acquired or designated or, in the case of a Specified Foreign Subsidiary, promptly after it becomes a Specified Foreign Subsidiary (except that, to the extent such pledge secures all the Obligations and not just the Foreign Obligations, if such Restricted Subsidiary is (x) a Domestic Subsidiary and substantially all of its assets consist of the debt or equity of one or more direct or indirect Foreign Subsidiaries (other than, in the case of Specified Foreign CREDIT AGREEMENT, Page 123 Subsidiaries, prior to the Pari Passu Notes Repayment Date; provided that in no event shall this parenthetical apply to any direct or indirect holding companies of the Foreign Borrowers that are not Specified Foreign Subsidiaries) or (y) a Foreign Subsidiary (other thanor a Disregarded Domestic Person that in each case is not a Specified Foreign Subsidiariesy , prior to the Pari Passu Notes Repayment Date; provided that in no event shall this parenthetical apply to any direct or indirect holding companies of any Foreign Borrowers which are not Specified Foreignor a Specified Canadian Subsidiariesy), the voting Equity Interest in such Restricted Subsidiary shall not be required to be pledged pursuant to the U.S. Security Agreement, the Canadian Security Agreement and/or Foreign Security Agreement, as applicable, shall be limited to 65% of the outstanding shares of Capital Stock voting Equity Interests of such Restricted Subsidiary). Notwithstanding anything to the contrary herein and in any other Loan Document but subject to the Agreed Security Principles, on and after the Pari Passu Notes Repayment Date, theany Foreign Subsidiary Loan Parties shall only guarantee the Foreign Obligations and the assets and property of theParty prior to the Sixth Amendment Date that no longer satisfies the definition of a Specified Canadian Subsidiary or a Specified Foreign Subsidiary Loan Parties shall only secure the Foreign Obligationson the Sixth Amendment Date shall, on and as of the Sixth Amendment Date, be released from its obligations as a guarantor under the Loan Documents, any Liens granted by such entity pursuant to any Security Documents shall be released and the Lenders hereby authorize the Administrative Agent to take any actions and execute any documents in accordance with Section 9.10 as it reasonably determines are advisable to evidence or effect the guarantee and security structurereleases contemplated by this sentence (such modified structure, the “Foreign Collateral Reallocation”).

Additional Restricted Subsidiaries. If Subject to Section 5.10(f) and the Agreed Security Principles, in furtherance of the foregoing, if any Loan Party shall form additional Subsidiary (other than a Receivables Subsidiary) is formed or acquire acquired after the Effective Date or any Unrestricted Subsidiary is designated as a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary after the Effective Date, or the Canadian Borrower Joinder Date occurs, as a Restricted Subsidiary)applicable, including by means of a “plan of division” under such Borrower will notify the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not Administrative Agent and the Lenders thereof and (i) an Immaterial Subsidiary, (ii) if such Subsidiary is a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Domestic Subsidiary that is not a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit an Excluded Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the Lenders, the Borrower will notify the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder party to the Guaranty Agreement, pursuant to which such Domestic Subsidiary shall guarantee the Obligations (which include the Foreign Obligations), and under the U.S. Security Agreement, in each applicable Security Document in the manner provided therein within fifteen (15) Business Days case, promptly after such Restricted Subsidiary is formed formed, acquired or acquired designated and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets of the type that would be subject to the type of Security Documents described on Schedule 5.10 to secure such Obligations, as the Administrative Agent shall reasonably request, (ii) if such Subsidiary is a Specified Foreign Subsidiary that is not an Excluded Subsidiary, the Parent Borrower will cause such Restricted Subsidiary to become a party to (A) the Guaranty Agreement, pursuant to which such Foreign Subsidiary shall guarantee the Obligations (until the Pari Passu Notes Repayment Date) and after the Pari Passu Notes Repayment Date, only the Foreign Obligations and (B) the Canadian Security Agreement or other applicable Foreign Security Agreement, in each case, promptly after such Restricted Subsidiary is formed, acquired or designated and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets of the type that would be subject to the type of Security Documents described on Schedule 5.10 to secure the Obligations (until the Pari Passu Notes Repayment Date) and after the Pari Passu Notes Repayment Date, only the Foreign Obligations, as the Agents Administrative Agent shall reasonably request. If request and (iii) subject to the Agreed Security Principles, if any shares of Capital Stock or Indebtedness of such Equity Interest in any Restricted Subsidiary are owned is acquired after the Effective Date by or on behalf of any Loan PartyParty or any Unrestricted Subsidiary (other than a Receivables Subsidiary) is designated as a Restricted Subsidiary after the Effective Date, the Parent Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares Equity Interests of Capital Stock of each such Restricted Subsidiary to be pledged may pursuant to the U.S. Security Agreement, Canadian Security Agreement or other Foreign Security Agreement, as applicable, promptly after such Restricted Subsidiary is formed, acquired or designated (except that, to the extent such pledge secures all the Obligations and not just the Foreign Obligations, if such Restricted Subsidiary is (x) a Domestic Subsidiary and substantially all of its assets consist of the debt or equity of one or more direct or indirect Foreign Subsidiaries (other than, in the case of Specified Foreign Subsidiaries, prior to the Pari Passu Notes Repayment Date; provided that in no event shall this parenthetical apply to any direct or indirect holding companies of the Foreign Borrowers that are not Specified Foreign Subsidiaries) or (y) a Foreign Subsidiary (other than Specified Foreign Subsidiaries, prior to the Pari Passu Notes Repayment Date; CREDIT AGREEMENT, Page 112 provided that in no event shall this parenthetical apply to any direct or indirect holding companies of any Foreign Borrowers which are not Specified Foreign Subsidiaries), the voting Equity Interest in such Restricted Subsidiary to be pledged pursuant to the U.S. Security Agreement, the Canadian Security Agreement and/or Foreign Security Agreement, as applicable, shall be limited to 65% of the outstanding shares of Capital Stock voting Equity Interests of such Restricted Subsidiary). Notwithstanding anything to the contrary herein and in any other Loan Document but subject to the Agreed Security Principles, on and after the Pari Passu Notes Repayment Date, the Foreign Subsidiary Loan Parties shall only guarantee the Foreign Obligations and the assets and property of the Foreign Subsidiary Loan Parties shall only secure the Foreign Obligations and the Lenders hereby authorize the Administrative Agent to take any actions and execute any documents in accordance with Section 9.10 as it reasonably determines are advisable to evidence or effect the guarantee and security structure contemplated by this sentence (such modified structure, the “Foreign Collateral Reallocation”).

Additional Restricted Subsidiaries. If Subject to Section 5.10(f) and the Agreed Security Principles, in furtherance of the foregoing, if any Loan Party shall form additional Subsidiary is formed or acquire acquired after the Effective Date or any Unrestricted Subsidiary is designated as a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary after the Effective Date, or the Canadian Borrower Joinder Date occurs, as a Restricted Subsidiary)applicable, including by means of a “plan of division” under such Borrower will notify the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not Administrative Agent and the Lenders thereof and (i) an Immaterial Subsidiary, (ii) if such Subsidiary is a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Domestic Subsidiary that is not a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit an Excluded Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the Lenders, the Borrower will notify the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder party to the Guaranty Agreement, pursuant to which such Domestic Subsidiary shall guarantee the Obligations (which include the Foreign Obligations), and under the U.S. Security Agreement, in each applicable Security Document in the manner provided therein within fifteen (15) Business Days case, promptly after such Restricted Subsidiary is formed formed, acquired or acquired designated and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets of the type that would be subject to the type of Security Documents described on Schedule 5.10 to secure such Obligations, as the Administrative Agent shall reasonably request, (ii) if such Subsidiary is a Specified Foreign Subsidiary that is not an Excluded Subsidiary, the Parent Borrower will cause such Restricted Subsidiary to become a party to (A) the Guaranty Agreement, pursuant to which such Foreign Subsidiary shall guarantee the Obligations (until the Pari Passu Notes Repayment Date) and after the Pari Passu Notes Repayment Date, only the Foreign Obligations and (B) the Canadian Security Agreement or other applicable Foreign Security Agreement, in each case, promptly after such Restricted Subsidiary is formed, acquired or designated and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets of the type that would be subject to the type of Security Documents described on Schedule 5.10 to secure the Obligations (until the Pari Passu Notes Repayment Date) and after the Pari Passu Notes Repayment Date, only the Foreign Obligations, as the Agents Administrative Agent shall reasonably request. If request and (iii) subject to the Agreed Security Principles, if any shares of Capital Stock or Indebtedness of such Equity Interest in any Restricted Subsidiary are owned is acquired after the Effective Date by or on behalf of any Loan PartyParty or any Unrestricted Subsidiary is designated as a Restricted Subsidiary after the Effective Date, the Parent Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares Equity Interests of Capital Stock of each such Restricted Subsidiary to be pledged may pursuant to the U.S. Security Agreement, Canadian Security Agreement or other Foreign Security Agreement, as applicable, promptly after such Restricted Subsidiary is formed, acquired or designated (except that, to the extent such pledge secures all the Obligations and not just the Foreign Obligations, if such Restricted Subsidiary is (x) a Domestic Subsidiary and substantially all of its assets consist of the debt or equity of one or more direct or indirect Foreign Subsidiaries (other than, in the case of Specified Foreign Subsidiaries, prior to the Pari Passu Notes Repayment Date; provided that in no event shall this parenthetical apply to any direct or indirect holding companies of the Foreign Borrowers that are not Specified Foreign Subsidiaries) or (y) a Foreign Subsidiary (other than Specified Foreign Subsidiaries, prior to the Pari Passu Notes Repayment Date; provided that in no event shall this parenthetical apply to any direct or indirect holding companies of any Foreign Borrowers which are not Specified Foreign Subsidiaries), the voting Equity Interest in such Restricted Subsidiary to be pledged pursuant to the U.S. Security Agreement, the Canadian Security Agreement and/or Foreign Security Agreement, as applicable, shall be limited to 65% of the outstanding shares of Capital Stock voting Equity Interests of such Restricted Subsidiary). Notwithstanding anything to the contrary herein and in any other Loan Document but subject to the Agreed Security Principles, on and after the Pari Passu Notes Repayment Date, the Foreign Subsidiary Loan Parties shall only guarantee the Foreign Obligations and the assets and property of the Foreign Subsidiary Loan Parties shall only secure the Foreign Obligations and the Lenders hereby authorize the Administrative Agent to take any actions and execute any documents in accordance with Section 9.10 as it reasonably determines are advisable to evidence or effect the guarantee and security structure contemplated by this sentence (such modified structure, the “Foreign Collateral Reallocation”).

Additional Restricted Subsidiaries. If Subject to Section 5.10(f) and the Agreed Security Principles, in furtherance of the foregoing, if any Loan Party shall form additional Subsidiary is formed or acquire acquired after the Effective Date or any Unrestricted Subsidiary is designated as a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary after the Effective Date, or the Canadian Borrower Joinder Date occurs, as a Restricted Subsidiary)applicable, including by means of a “plan of division” under such Borrower will notify the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not Administrative Agent and the Lenders thereof and (i) an Immaterial Subsidiary, (ii) if such Subsidiary is a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Domestic Subsidiary that is not a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit an Excluded Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the Lenders, the Borrower will notify the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder party to the Guaranty Agreement, pursuant to which such Domestic Subsidiary shall guarantee the Obligations (which include the Foreign Obligations), and under the U.S. Security Agreement, in each applicable Security Document in the manner provided therein within fifteen (15) Business Days case, promptly after such Restricted Subsidiary is formed formed, acquired or acquired designated and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets of the type that would be subject to the type of Security Documents described on Schedule 5.10 to secure such Obligations, as the Administrative Agent shall reasonably request, (ii) if such Subsidiary is a Specified Foreign Subsidiary that is not an Excluded Subsidiary, the Parent Borrower will cause such Restricted Subsidiary to become a party to (A) the Guaranty Agreement, pursuant to which such Foreign Subsidiary shall guarantee the Obligations (until the Pari Passu Notes Repayment Date) and after the Pari Passu Notes Repayment Date, only the Foreign Obligations and (B) the Canadian Security Agreement or other applicable Foreign Security Agreement, in each case, promptly after such Restricted Subsidiary is formed, acquired or designated and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets of the type that would be subject to the type of Security Documents described on Schedule 5.10 to secure the Obligations (until the Pari Passu Notes Repayment Date) and after the Pari Passu Notes Repayment Date, only the Foreign Obligations, as the Agents Administrative Agent shall reasonably request. If request and (iii) subject to the Agreed Security Principles, if any shares of Capital Stock or Indebtedness of such Equity Interest in any Restricted Subsidiary are owned is acquired after the Effective Date by or on behalf of any Loan PartyParty or any Unrestricted Subsidiary is designated as a Restricted Subsidiary after the Effective Date, the Parent Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares Equity Interests of Capital Stock of each such Restricted Subsidiary to be pledged may pursuant to the U.S. Security Agreement, Canadian Security Agreement or other Foreign Security Agreement, as applicable, promptly after such Restricted Subsidiary is formed, acquired or designated (except that, to the extent such pledge secures all the Obligations and not just the Foreign Obligations, if such Restricted Subsidiary is (x) a Domestic Subsidiary and substantially all of its assets consist of the debt or equity of one or more direct or indirect Foreign Subsidiaries (other than, in the case of Specified Foreign Subsidiaries, prior to the Pari Passu Notes Repayment Date; provided that in no event shall this parenthetical apply to any direct or indirect holding companies of the Foreign Borrowers that are not Specified Foreign Subsidiaries) or (y) a Foreign Subsidiary (other than Specified Foreign Subsidiaries, prior to the Pari Passu Notes Repayment Date; provided that in no event shall this parenthetical apply to any direct or indirect holding companies of any Foreign Borrowers which are not Specified Foreign Subsidiaries), the voting Equity Interest in such Restricted Subsidiary to be pledged pursuant to the U.S. Security Agreement, the Canadian Security Agreement and/or Foreign Security Agreement, as applicable, shall be limited to 65% of the outstanding shares of Capital Stock voting Equity Interests of such Restricted Subsidiary). Notwithstanding anything to the contrary herein and in any other Loan Document but subject to the Agreed Security Principles, on and after the Pari Passu Notes Repayment Date, the Foreign Subsidiary Loan Parties shall only guarantee the Foreign Obligations and the assets and property of the Foreign Subsidiary Loan Parties shall only secure CREDIT AGREEMENT, Page 116 the Foreign Obligations and the Lenders hereby authorize the Administrative Agent to take any actions and execute any documents in accordance with Section 9.10 as it reasonably determines are advisable to evidence or effect the guarantee and security structure contemplated by this sentence (such modified structure, the “Foreign Collateral Reallocation”).