Additional Subsidiaries; Further Assurances. (a) If any additional Group Member is formed (including upon the formation of any Group Member that is a Delaware Divided LLC or a Delaware Divided LP) or acquired after the Closing Date, unless such Subsidiary is an Excluded Subsidiary, the Borrower will, on or prior to the date that is the latest of (i) 90 days after such formation or acquisition, (ii) the date on which consolidated financial statements are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b) for the fiscal quarter in which such formation or acquisition occurs and (iii) such later date as the Administrative Agent shall reasonably agree, notify the Administrative Agent of such formation or acquisition, as applicable, and take (or cause to be taken) all actions (if any) required to be taken with respect to such newly formed or acquired Group Member in order to satisfy the Collateral and Guarantee Requirement with respect to such Group Member, the assets of such Group Member and with respect to any Equity Interest in or Indebtedness of such Group Member owned by or on behalf of any Loan Party; provided that (i) any designation of an Unrestricted Subsidiary as a Restricted Subsidiary or any Restricted Subsidiary ceasing to be an Excluded Subsidiary shall constitute the formation or acquisition of a Restricted Subsidiary for purposes of this Section 5.11 and (ii) any assets constituting Material Real Property shall be subject to the provisions of clause (b) below.
(b) If, after the Closing Date, any Material Real Property is acquired by the Borrower or any other Loan Party or are owned by any Group Member on or after the time it becomes a Loan Party pursuant to clause (a) above (other than assets constituting Excluded Assets), the Borrower will, within a commercially reasonable period of time, notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take and cause the other Loan Parties to take, such actions as shall be necessary and reasonably requested by the Administrative Agent and to satisfy the Collateral and Guarantee Requirement within 120 days of such request by the Administrative Agent (or such later date as the Administrative Agent shall reasonably agree).
(c) Each of the Borrower and each other Loan Party will execute any and all further documents, financing statements, agreements and instruments, and take all such further action...
Additional Subsidiaries; Further Assurances. The Borrower will cause ------------------------------------------- each Subsidiary existing on the date hereof and each additional Subsidiary acquired or created after the date hereof to execute a counterpart of the Guaranty, and grant to the Agent for the benefit of the Agent and the Lenders perfected security interests in all of its personal property (and, to the extent included in "Eligible Real Estate" under and as defined in the Working Capital Credit Agreement, real property) as collateral to secure the Obligations, in each case pursuant to the applicable Collateral Documents (subject only to Liens in favor of other Persons permitted under Section 6.15), provided that no -------- Foreign Subsidiary shall have an obligation to execute a counterpart of the Guaranty or to grant any security interest in its personal property, and provided further that neither the Borrower nor any Subsidiary shall be required -------- ------- to pledge more than 65% of the stock of any Foreign Subsidiary. The Borrower agrees to take and to cause each Guarantor to take such actions as the Agent or the Required Lenders may from time to time reasonably request to establish and maintain perfected security interests in all of their personal property (and, to the extent included in "Eligible Real Estate" under and as defined in the Working Capital Credit Agreement, real property), including without limitation the perfection of the Agent's security interest in all such personal property covered by certificates of title within 60 days following the date of the initial Credit Extension (subject to Liens in favor of other Persons permitted under Section 6.15).
Additional Subsidiaries; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed by the Administrative Agent in its sole discretion) after a Material Domestic Subsidiary is organized or acquired, or any Person becomes a Material Domestic Subsidiary pursuant to the definition thereof, or is designated by the Borrower or the Administrative Agent as a Material Domestic Subsidiary, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Subsidiary and shall cause each such Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty Agreement in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty Agreement joinders to be accompanied by an updated organizational chart for the Borrower and its Subsidiaries substantially similar to Schedule 6.3 hereto designating such Material Domestic Subsidiary as such, appropriate corporate resolutions, other corporate documentation and legal opinions, in each case in form and substance reasonably satisfactory to the Administrative Agent and its counsel, and such other documentation as the Administrative Agent may reasonably request.
(b) Execute any and all further documents, agreements and instruments, and take all such further actions which the Administrative Agent or the Required Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents.
Additional Subsidiaries; Further Assurances. As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed by the Administrative Agent in its sole discretion) after a Material Domestic Subsidiary is organized or acquired, or any Person becomes a Material Domestic Subsidiary pursuant to the definition thereof, or is designated by the Borrower or the Administrative Agent as a Material Domestic Subsidiary, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Subsidiary and shall cause each such Subsidiary to deliver to the Administrative Agent a joinder to the Guaranty in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such Guaranty joinders to be accompanied by an updated organizational chart for the Borrower and its Subsidiaries substantially similar to Schedule 6.3 hereto designating such Material Domestic Subsidiary as such, appropriate corporate resolutions, other corporate documentation and legal opinions, in each case in form and substance reasonably satisfactory to the Administrative Agent and its counsel, and such other documentation as the Administrative Agent may reasonably request.
Additional Subsidiaries; Further Assurances. The Borrower will cause ------------------------------------------- each Subsidiary acquired or created after the date hereof to execute a counterpart of the Guaranty and grant to the Agent for the benefit of the Agent and the Lenders perfected security interests in all of its personal property as collateral to secure the Obligations, in each case pursuant to the applicable Collateral Documents (subject only to Liens in favor of other Persons permitted under Section 6.15); provided that no Foreign Subsidiary shall have an -------- obligation to execute a counterpart of the Guaranty or to grant any security interest in its personal property; and provided, further that neither the -------- ------- Borrower nor any Subsidiary shall be required to pledge more than 65% of the stock of any Foreign
Additional Subsidiaries; Further Assurances
