Common use of Additional Subsidiaries; Additional Collateral Clause in Contracts

Additional Subsidiaries; Additional Collateral. (a) The Borrowers shall upon the creation, acquisition or designation after the Restatement Effective Date of a new Restricted Subsidiary, cause each such Restricted Subsidiary to promptly (and in any event within 45 days of such creation, acquisition or designation (as may be extended in the sole discretion of the Administrative Agent)) execute and deliver to the Administrative Agent for the benefit of the Lenders and Agents an Instrument of Adherence (Guaranty), in substantially the form of Exhibit E or such other form as may be reasonably acceptable to the Administrative Agent (and including, with respect to any Foreign Guarantors, any applicable customary limitations as may be reasonably acceptable to the Administrative Agent on the guarantee of such Foreign Guarantors) (an “Instrument of Adherence (Guaranty)”), whereby such Restricted Subsidiary becomes a party to the applicable Loan Documents, provided that Foreign Subsidiaries will not execute a Guaranty of U.S. Obligations; provided further that Restricted Subsidiaries will not execute a Guaranty of U.S. Obligations if such Subsidiary is a CFC, a CFC Holdco or a Subsidiary of a CFC; provided further that Restricted Subsidiaries will not execute a Guaranty of U.S. Obligations or Foreign Obligations if (A) the Guaranty of the U.S. Obligations or the Foreign Obligations, as applicable, (i) would result in a legal impediment or a material adverse tax impact to GWI and its Subsidiaries with respect to any such Guaranty as reasonably determined by GWI, (ii) would result in a violation of a contractual obligation existing on the Restatement Effective Date or (iii) would, in the case of any Foreign Guarantor, violate any applicable laws to which such Foreign Guarantor is subject (other than, except with respect to any Immaterial Foreign Subsidiary, in connection with a Permitted Acquisition or a Minor Permitted Acquisition) (provided that, if the execution of a Guaranty by a Restricted Subsidiary incorporated under the laws of the Commonwealth of Australia would constitute financial assistance for the purposes of section 260A of the Corporations Xxx 0000 (Cwlth), the Borrowers shall cause that Restricted Subsidiary to comply with the requirements of section 260B of the Corporations Xxx 0000 (Cwlth) in order to ensure that execution of a Guaranty will not violate section 260A of the Corporations Xxx 0000 (Cwlth)) or (B) GWI and the Administrative Agent reasonably agree in writing that the cost of providing such a Guaranty is excessive in relation to the value afforded thereby. If reasonably requested by any Agent, the Borrowers shall deliver to the Agents and the Lenders legal opinions in form and substance satisfactory to the Agents opining as to the authorization, validity and enforceability of such Instrument of Adherence (Guaranty) and the other documentation delivered in connection therewith and as to such other matters as any Agent may reasonably request. In addition, the Borrowers shall upon the acquisition or creation of any new Subsidiary, promptly (and in any event within 45 days (as may be extended in the sole discretion of the Administrative Agent)) notify the Lenders thereof and provide the Agents and the Lenders with an updated Schedule I and Schedule 8.16(a) to reflect the formation or acquisition of each new Subsidiary. The Borrowers shall indicate on Schedule 8.16(a) whether the newly formed or acquired Subsidiary is a Restricted Subsidiary or an Unrestricted Subsidiary under this Credit Agreement. Notwithstanding the other provisions of this §9.14, any Restricted Subsidiary in which any of the Borrowers or any of the Restricted Subsidiaries have collectively invested less than $1,000,000, and so long as such Restricted Subsidiary shall not have (a) assets in excess of $1,000,000, (b) annual revenue in excess of $1,000,000 or (c) liabilities in excess of $1,000,000, shall not be required to become a party to the Guaranty. For the avoidance of doubt, any Person placed in a voting trust substantially similar to the voting trust entered into on the Closing Date shall not be deemed an acquisition of a new Restricted Subsidiary for purposes of this §9.14 until such Person is released from such voting trust.

Additional Subsidiaries; Additional Collateral. (a) The Borrowers shall upon the creation, acquisition or designation after the Restatement Effective Date of a new Restricted SubsidiarySubsidiary organized in a Required Guarantor Jurisdiction, cause each such Restricted Subsidiary organized in a Required Guarantor Jurisdiction to promptly (and in any event within 45 days of such creation, acquisition or designation (as may be extended in the sole discretion of the Administrative Agent)) execute and deliver to the Administrative Agent for the benefit of the Lenders and Agents an Instrument of Adherence (Guaranty), in substantially the form of Exhibit E or such other form as may be reasonably acceptable to the Administrative Agent (and including, with respect to any Foreign Guarantors, any applicable customary limitations as may be reasonably acceptable to the Administrative Agent on the guarantee of such Foreign Guarantors) (an “Instrument of Adherence (Guaranty)”), whereby such Restricted Subsidiary organized in a Required Guarantor Jurisdiction becomes a party to the applicable Loan Documents, provided that Foreign Subsidiaries will not execute a Guaranty of U.S. Obligations; provided further that Restricted Subsidiaries will not execute a Guaranty of U.S. Obligations if such Subsidiary is a CFC, a CFC Holdco or a Subsidiary of a CFC; provided further that Restricted Subsidiaries will not execute a Guaranty of U.S. Obligations or Foreign Obligations if (A) the Guaranty of the U.S. Obligations or the Foreign Obligations, as applicable, (i) would result in a legal impediment or a material adverse tax impact to GWI and its Subsidiaries with respect to any such Guaranty as reasonably determined by GWI, (ii) would result in a violation of a contractual obligation existing on the Restatement Effective Date or (iii) would, in the case of any Foreign Guarantor, violate any applicable laws to which such Foreign Guarantor is subject (other than, except with respect to any Immaterial Foreign Subsidiary, in connection with a Permitted Acquisition or a Minor Permitted Acquisition) (provided that, if the execution of a Guaranty by a Restricted Subsidiary incorporated under the laws of the Commonwealth of Australia would constitute financial assistance for the purposes of section 260A of the Corporations Xxx 0000 (Cwlth), the Borrowers shall cause that Restricted Subsidiary to comply with the requirements of section 260B of the Corporations Xxx 0000 (Cwlth) in order to ensure that execution of a Guaranty will not violate section 260A of the Corporations Xxx 0000 (Cwlth)) or (B) GWI and the Administrative Agent reasonably agree in writing that the cost of providing such a Guaranty is excessive in relation to the value afforded thereby. If reasonably requested by any Agent, the Borrowers shall deliver to the Agents and the Lenders legal opinions in form and substance satisfactory to the Agents opining as to the authorization, validity and enforceability of such Instrument of Adherence (Guaranty) and the other documentation delivered in connection therewith and as to such other matters as any Agent may reasonably request. In addition, the Borrowers shall upon the acquisition or creation of any new Subsidiary, promptly (and in any event within 45 days (as may be extended in the sole discretion of the Administrative Agent)) notify the Lenders thereof and provide the Agents and the Lenders with an updated Schedule I and Schedule 8.16(a) to reflect the formation or acquisition of each new Subsidiary. The Borrowers shall indicate on Schedule 8.16(a) whether the newly formed or acquired Subsidiary is a Restricted Subsidiary or an Unrestricted Subsidiary under this Credit AgreementAgreement and whether such Subsidiary is required to become a Guarantor. Notwithstanding the other provisions of this §9.14, any Restricted Subsidiary in which any of the Borrowers or any of the Restricted Subsidiaries have collectively invested less than $1,000,000, and so long as such Restricted Subsidiary shall not have (a) assets in excess of $1,000,000, (b) annual revenue in excess of $1,000,000 or (c) liabilities in excess of $1,000,000, shall not be required to become a party to the Guaranty. For the avoidance of doubt, any Person placed in a voting trust substantially similar to the voting trust entered into on the Closing Date shall not be deemed an acquisition of a new Restricted Subsidiary for purposes of this §9.14 until such Person is released from such voting trust.

Additional Subsidiaries; Additional Collateral. (a) The Borrowers shall upon the creation, acquisition or designation after the Restatement Effective Date of a new Restricted Subsidiary, cause each such Restricted Subsidiary to(other than the Aus JV and its Subsidiaries) to promptly (and in any event within 45 days of such creation, acquisition or designation (as may be extended in the sole discretion of the Administrative Agent)) execute and deliver to the Administrative Agent for the benefit of the Lenders and Agents an Instrument of Adherence (Guaranty), in substantially the form of Exhibit E or such other form as may be reasonably acceptable to the Administrative Agent (and including, with respect to any Foreign Guarantors, any applicable customary limitations as may be reasonably acceptable to the Administrative Agent on the guarantee of such Foreign Guarantors) (an “Instrument of Adherence (Guaranty)”), whereby such Restricted Subsidiary becomes a party to the applicable Loan Documents, provided that Foreign Subsidiaries will not execute a Guaranty of U.S. Obligations; provided further that Restricted Subsidiaries will not execute a Guaranty of U.S. Obligations if such Subsidiary is a CFC, a CFC Holdco or a Subsidiary of a CFC; provided further that Restricted Subsidiaries will not execute a Guaranty of U.S. Obligations or Foreign Obligations if (A) the Guaranty of the U.S. Obligations or the Foreign Obligations, as applicable, (i) would result in a legal impediment or a material adverse tax impact to GWI and its Subsidiaries with respect to any such Guaranty as reasonably determined by GWI, (ii) would result in a violation of a contractual obligation existing on the Restatement Effective Date or (iii) would, in the case of any Foreign Guarantor, violate any applicable laws to which such Foreign Guarantor is subject (other than, except with respect to any Immaterial Foreign Subsidiary, in connection with a Permitted Acquisition or a Minor Permitted Acquisition) (provided that, if the execution of a Guaranty by a Restricted Subsidiary incorporated under the laws of the Commonwealth of Australia would constitute financial assistance for the purposes of section 260A of the Corporations Xxx 0000 (Cwlth), the Borrowers shall cause that Restricted Subsidiary to comply with the requirements of section 260B of the Corporations Xxx 0000 (Cwlth) in order to ensure that execution of a Guaranty will not violate section 260A of the Corporations Xxx 0000 (Cwlth)) or (B) GWI and the Administrative Agent reasonably agree in writing that the cost of providing such a Guaranty is excessive in relation to the value afforded thereby. If reasonably requested by any Agent, the Borrowers shall deliver to the Agents and the Lenders legal opinions in form and substance satisfactory to the Agents opining as to the authorization, validity and enforceability of such Instrument of Adherence (Guaranty) and the other documentation delivered in connection therewith and as to such other matters as any Agent may reasonably request. In addition, the Borrowers shall upon the acquisition or creation of any new Subsidiary, promptly (and in any event within 45 days (as may be extended in the sole discretion of the Administrative Agent)) notify the Lenders thereof and provide the Agents and the Lenders with an updated Schedule I and Schedule 8.16(a) to reflect the formation or acquisition of each new Subsidiary. The Borrowers shall indicate on Schedule 8.16(a) whether the newly formed or acquired Subsidiary is a Restricted Subsidiary or an Unrestricted Subsidiary under this Credit Agreement. Notwithstanding the other provisions of this §9.14, any Restricted Subsidiary in which any of the Borrowers or any of the Restricted Subsidiaries have collectively invested less than $1,000,000, and so long as such Restricted Subsidiary shall not have (a) assets in excess of $1,000,000, (b) annual revenue in excess of $1,000,000 or (c) liabilities in excess of $1,000,000, shall not be required to become a party to the Guaranty. For the avoidance of doubt, any Person placed in a voting trust substantially similar to the voting trust entered into on the Closing Date shall not be deemed an acquisition of a new Restricted Subsidiary for purposes of this §9.14 until such Person is released from such voting trust.

Additional Subsidiaries; Additional Collateral. (a) The Borrowers shall upon the creation, acquisition or designation after the Restatement Effective Date of a new Restricted Subsidiary, cause each such Restricted Subsidiary to promptly (and in any event within 45 days of such creation, acquisition or designation (as may be extended in the sole discretion of the Administrative Agent)) execute and deliver to the Administrative Agent for the benefit of the Lenders and Agents an Instrument of Adherence (Guaranty), in substantially the form of Exhibit E or such other form as may be reasonably acceptable to the Administrative Agent (and including, with respect to any Foreign Guarantors, any applicable customary limitations as may be reasonably acceptable to the Administrative Agent on the guarantee of such Foreign Guarantors) (an “Instrument of Adherence (Guaranty)”), whereby such Restricted Subsidiary becomes a party to the applicable Loan Documents, provided that Foreign Subsidiaries will not execute a Guaranty of U.S. Obligations; provided further that Restricted Subsidiaries will not execute a Guaranty of U.S. Obligations if such Subsidiary is a CFC, a CFC Holdco or a Subsidiary of a CFC; provided further that Restricted Subsidiaries will not execute a Guaranty of U.S. Obligations or Foreign Obligations if (A) the Guaranty of the U.S. Obligations or the Foreign Obligations, as applicable, (i) would result in a legal impediment or a material adverse tax impact to GWI and its Subsidiaries with respect to any such Guaranty as reasonably determined by GWI, GWI or (ii) would result in a violation of a contractual obligation existing on the Restatement Effective Date or (iii) would, in the case of any Foreign Guarantor, violate any applicable laws to which such Foreign Guarantor is subject (other than, except with respect to any Immaterial Foreign Subsidiary, in connection with a Permitted Acquisition or a Minor Permitted Acquisition) (provided that, if the execution of a Guaranty by a Restricted Subsidiary incorporated under the laws of the Commonwealth of Australia would constitute financial assistance for the purposes of section 260A of the Corporations Xxx 0000 (Cwlth), the Borrowers shall cause that Restricted Subsidiary to comply with the requirements of section 260B of the Corporations Xxx 0000 (Cwlth) in order to ensure that execution of a Guaranty will not violate section 260A of the Corporations Xxx 0000 (Cwlth)) or (B) GWI and the Administrative Agent reasonably agree in writing that the cost of providing such a Guaranty is excessive in relation to the value afforded thereby. If reasonably requested by any Agent, the Borrowers shall deliver to the Agents and the Lenders legal opinions in form and substance satisfactory to the Agents opining as to the authorization, validity and enforceability of such Instrument of Adherence (Guaranty) and the other documentation delivered in connection therewith and as to such other matters as any Agent may reasonably request. In addition, the Borrowers shall upon the acquisition or creation of any new Subsidiary, promptly (and in any event within 45 days (as may be extended in the sole discretion of the Administrative Agent)) notify the Lenders thereof and provide the Agents and the Lenders with an updated Schedule I and Schedule 8.16(a) to reflect the formation or acquisition of each new Subsidiary. The Borrowers shall indicate on Schedule 8.16(a) whether the newly formed or acquired Subsidiary is a Restricted Subsidiary or an Unrestricted Subsidiary under this Credit Agreement. Notwithstanding the other provisions of this §9.14, any Restricted Subsidiary in which any of the Borrowers or any of the Restricted Subsidiaries have collectively invested less than $1,000,000, and so long as such Restricted Subsidiary shall not have (a) assets in excess of $1,000,000, (b) annual revenue in excess of $1,000,000 or (c) liabilities in excess of $1,000,000, shall not be required to become a party to the Guaranty. For the avoidance of doubt, any Person placed in a voting trust substantially similar to the voting trust entered into on the Closing Date shall not be deemed an acquisition of a new Restricted Subsidiary for purposes of this §9.14 until such Person is released from such voting trust.

Additional Subsidiaries; Additional Collateral. (a) The Borrowers shall upon In the creation, acquisition or designation event that any Person becomes a Subsidiary of Borrower after the Restatement Effective Date of date hereof (other than a new Restricted CFC, Transparent Subsidiary, Immaterial Subsidiary or Special Purpose Subsidiary), Borrower will promptly notify Administrative Agent of that fact and cause each such Restricted Subsidiary to promptly (and in any event within 45 days of such creation, acquisition or designation (as may be extended in the sole discretion of the Administrative Agent)) execute and deliver to the Administrative Agent a counterpart of any Subsidiary Guarantee Agreement and Security Agreement and to take all such further actions and execute all such further documents and instruments (including similar documents applicable to such Subsidiary required under Section 3.1) as may be necessary or, in the opinion of Administrative Agent, desirable to create in favor of Administrative Agent, for the benefit of Lenders, a valid and perfected first priority Lien (if applicable, subject to Permitted Liens) on all of the Lenders and Agents an Instrument personal property assets of Adherence such Subsidiary described in the applicable forms of Security Documents. In addition, Borrower shall, or shall cause the Subsidiary that owns the Equity Interests of such Person (Guarantyin each case if not otherwise covered by the Security Agreement), in substantially to execute and deliver to Administrative Agent a pledge agreement pledging the form Equity Interests of Exhibit E or such other form as may be reasonably acceptable Person to the Administrative Agent and to deliver to Administrative Agent all certificates representing such Equity Interests of such Person (accompanied by irrevocable undated stock powers, duly endorsed in blank), all in form and including, with respect to any Foreign Guarantors, any applicable customary limitations as may be substance reasonably acceptable satisfactory to the Administrative Agent on in its sole discretion. Each Portfolio Investment acquired after the guarantee of Closing Date directly by the Borrower shall be transferred to a Loan Party that is not the Borrower by no later than the sixtieth (60th) day after its acquisition and shall thereafter be held by such Foreign GuarantorsLoan Party (or another Loan Party that is not the Borrower) (an “Instrument of Adherence (Guaranty)”), whereby such Restricted Subsidiary becomes a party to the applicable Loan Documents, provided that Foreign Subsidiaries will not execute a Guaranty of U.S. Obligations; provided further that Restricted Subsidiaries will not execute a Guaranty of U.S. Obligations if such Subsidiary is a CFC, a CFC Holdco or a Subsidiary of a CFC; provided further that Restricted Subsidiaries will not execute a Guaranty of U.S. Obligations or Foreign Obligations if (A) the Guaranty of the U.S. Obligations or the Foreign Obligations, as applicable, (i) would result in a legal impediment or a material adverse tax impact to GWI and its Subsidiaries with respect to any such Guaranty as reasonably determined by GWI, (ii) would result in a violation of a contractual obligation existing on the Restatement Effective Date or (iii) would, in the case of any Foreign Guarantor, violate any applicable laws to which such Foreign Guarantor is subject (other than, except with respect to any Immaterial Foreign Subsidiary, in connection with a Permitted Acquisition or a Minor Permitted Acquisition) (provided that, if the execution of a Guaranty by a Restricted Subsidiary incorporated under the laws of the Commonwealth of Australia would constitute financial assistance for the purposes of section 260A of the Corporations Xxx 0000 (Cwlth), the Borrowers shall cause that Restricted Subsidiary to comply with the requirements of section 260B of the Corporations Xxx 0000 (Cwlth) in order to ensure that execution of a Guaranty will not violate section 260A of the Corporations Xxx 0000 (Cwlth)) or (B) GWI and the Administrative Agent reasonably agree in writing that the cost of providing such a Guaranty is excessive in relation to the value afforded thereby. If reasonably requested by any Agent, the Borrowers shall deliver to the Agents and the Lenders legal opinions in form and substance satisfactory to the Agents opining as to the authorization, validity and enforceability of such Instrument of Adherence (Guaranty) and the other documentation delivered in connection therewith and as to such other matters as any Agent may reasonably request. In addition, the Borrowers shall upon the acquisition or creation of any new Subsidiary, promptly (and in any event within 45 days (as may be extended in the sole discretion of the Administrative Agent)) notify the Lenders thereof and provide the Agents and the Lenders with an updated Schedule I and Schedule 8.16(a) to reflect the formation or acquisition of each new Subsidiary. The Borrowers shall indicate on Schedule 8.16(a) whether the newly formed or acquired Subsidiary is a Restricted Subsidiary or an Unrestricted Subsidiary under this Credit Agreement. Notwithstanding the other provisions of this §9.14, any Restricted Subsidiary in which any of the Borrowers or any of the Restricted Subsidiaries have collectively invested less than $1,000,000, and so long as such Restricted Subsidiary Portfolio Investment is owned by the Borrower or one of its Subsidiaries, and with respect to each Portfolio Investment owned directly by the Borrower as of the Closing Date, the Borrower shall use its commercially reasonable efforts to transfer such Portfolio Investment to a Loan Party that is not have the Borrower by no later than the sixtieth (a60th) assets in excess of $1,000,000, (b) annual revenue in excess of $1,000,000 or (c) liabilities in excess of $1,000,000, shall not be required to become a party to the Guaranty. For the avoidance of doubt, any Person placed in a voting trust substantially similar to the voting trust entered into on day after the Closing Date and shall thereafter be held by such Loan Party (or another Loan Party that is not be deemed an acquisition the Borrower) for so long as such Portfolio Investment is owned by the Borrower or one of a new Restricted Subsidiary for purposes of this §9.14 until such Person is released from such voting trustits Subsidiaries.