Common use of Additional Subsidiaries; Immaterial Subsidiaries Clause in Contracts

Additional Subsidiaries; Immaterial Subsidiaries. (a) If any additional Subsidiary is formed or acquired after the Effective Date, the Company will, within five Business Days after such Subsidiary is formed or acquired, notify the Agent and the Lenders thereof and cause any Capital Stock in or Indebtedness of such Subsidiary owned by or on behalf of any Obligor to be added to the Collateral (except that the Obligors shall not be required to pledge more than 65% of the outstanding voting Capital Stock in any Foreign Subsidiary that is not an Obligor). If such Subsidiary is or subsequently becomes a Domestic Subsidiary and is not an Insurance Subsidiary or a Subsidiary of an Insurance Subsidiary or an Immaterial Subsidiary, the Company shall promptly cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become an "Obligor," a "Subsidiary Guarantor" and "Lien Grantor" for purposes of the Loan Documents. Without limiting the preceding sentence, if any Domestic Immaterial Subsidiary that is not an Insurance Subsidiary or a Subsidiary of an Insurance Subsidiary loses its status as an Immaterial Subsidiary, the Company shall promptly cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become an "Obligor," a "Subsidiary Guarantor" and "Lien Grantor" for purposes of the Loan Documents. (b) If at any time (i) the aggregate fair market value of the assets of all Immaterial Subsidiaries exceeds $40,000,000 or (ii) the aggregate revenues of all Immaterial Subsidiaries for the period of four consecutive Fiscal Quarters most recently ended exceeds $30,000,000, the Company shall promptly cause the Collateral and Guarantee Requirement to be satisfied with respect to one or more of the Immaterial Subsidiaries to the extent necessary to ensure that immediately after giving effect thereto (x) the aggregate fair market value of the assets of all Immaterial Subsidiaries shall not exceed $40,000,000 and (y) the aggregate revenues of all Immaterial Subsidiaries for the period of four consecutive Fiscal Quarters most recently ended shall not exceed $30,000,000, whereupon each such Subsidiary will become an "Obligor," a "Subsidiary Guarantor" and "Lien Grantor" for purposes of the Loan Documents.

Additional Subsidiaries; Immaterial Subsidiaries. (ai) If any additional Subsidiary is formed or acquired after the Effective Closing Date or any Unrestricted Subsidiary is converted into a Restricted Subsidiary that is a Domestic Subsidiary after the Closing Date, the Company will, except to the extent such Subsidiary is an Insurance Subsidiary, Subsidiary of an Insurance Subsidiary, or an Excluded Subsidiary, within five ten (10) Business Days after such Subsidiary is formed formed, acquired or acquiredconverted, notify the Agent and the Lenders thereof and cause any Capital Stock in or Indebtedness of such Subsidiary owned by or on behalf of any Obligor to be added to the Collateral (except that the Obligors shall not be required to pledge more than 65% of the outstanding voting Capital Stock in any Foreign Subsidiary that is not an Obligor). If such Subsidiary is or subsequently becomes a Domestic Subsidiary and is not an Insurance Subsidiary or a Subsidiary of an Insurance Subsidiary or an Immaterial Subsidiary, the Company shall promptly cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become an "“Obligor," ” a "“Subsidiary Guarantor" ” and "a “Lien Grantor" ” for purposes of the Loan Documents. . (ii) Without limiting the preceding sentence, if any Domestic Immaterial Subsidiary that is not an Insurance Subsidiary or Subsidiary, a Subsidiary of an Insurance Subsidiary, a Foreign Subsidiary, a non-Wholly-Owned Subsidiary, or an Unrestricted Subsidiary loses its status as ceases to constitute an Immaterial Subsidiary, the Company shall promptly (and in any event within ten (10) Business Days following the date on which financial statements in respect of the Fiscal Quarter following which such Subsidiary ceases to constitute an Immaterial Subsidiary are required to be delivered hereunder) cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become an "“Obligor," ” a "“Subsidiary Guarantor" ” and "a “Lien Grantor" ” for purposes of the Loan Documents. (iii) If at any time any Insurance Subsidiary shall (x) cease to constitute an Insurance Subsidiary and shall not then be an Excluded Subsidiary or a Subsidiary of an Insurance Subsidiary or (y) guarantee (other than pursuant to requirements imposed by applicable law (including regulations) or any Government-Sponsored Enterprise) any Indebtedness of the Company or any of its Subsidiaries (other than an Insurance Subsidiary or a Subsidiary of an Insurance Subsidiary), the Company shall promptly (and in any event within ten (10) Business Days following the date of such occurrence) notify the Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become an “Obligor,” a “Subsidiary Guarantor” and a “Lien Grantor” for purposes of the Loan Documents. (iv) If at any time any Subsidiary of an Insurance Subsidiary shall (x) cease to constitute a Subsidiary of an Insurance Subsidiary and shall not then be an Excluded Subsidiary or an Insurance Subsidiary or (y) guarantee (other than pursuant to requirements imposed by applicable law (including regulations) or any Government-Sponsored Enterprise) any Indebtedness of the Company or any of its Subsidiaries (other than an Insurance Subsidiary or a Subsidiary of an Insurance Subsidiary), the Company shall promptly (and in any event within ten (10) Business Days following the date of such occurrence) notify the Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become an “Obligor,” a “Subsidiary Guarantor” and a “Lien Grantor” for purposes of the Loan Documents. (b) If at If, as of the last day of any time Fiscal Quarter, (i) the aggregate fair market value of the assets of all Immaterial Subsidiaries (excluding each Immaterial Subsidiary that is an Obligor, an Insurance Subsidiary, a Subsidiary of an Insurance Subsidiary, a Foreign Subsidiary, a non-Wholly-Owned Subsidiary, or an Unrestricted Subsidiary) exceeds $40,000,000 5.00% of Consolidated Total Assets or (ii) the aggregate revenues of all Immaterial Subsidiaries (excluding each Immaterial Subsidiary that is an Obligor, an Insurance Subsidiary, a Subsidiary of an Insurance Subsidiary, a Foreign Subsidiary, a non-Wholly- Owned Subsidiary, or an Unrestricted Subsidiary) for the period of four consecutive Fiscal Quarters most recently ended exceeds $30,000,0005.00% of Consolidated Total Revenues, the Company shall promptly (and in any event within 10 Business Days following the date on which financial statements in respect of such Fiscal Quarter are required to be delivered hereunder) cause the Collateral and Guarantee Requirement to be satisfied with respect to one or more of the such Immaterial Subsidiaries to the extent necessary to ensure that immediately after giving effect thereto (x) the aggregate fair market value of the assets of all Immaterial Subsidiaries (excluding each Immaterial Subsidiary that is an Obligor, an Insurance Subsidiary, a Subsidiary of an Insurance Subsidiary, a Foreign Subsidiary, a non-Wholly-Owned Subsidiary, or an Unrestricted Subsidiary) shall not exceed $40,000,000 5.00% of Consolidated Total Assets and (y) the aggregate revenues of all Immaterial Subsidiaries (excluding each Immaterial Subsidiary that is an Obligor, an Insurance Subsidiary, a Subsidiary of an Insurance Subsidiary, a Foreign Subsidiary, a non-Wholly-Owned Subsidiary, or an Unrestricted Subsidiary) for the period of four consecutive Fiscal Quarters most recently ended shall not exceed $30,000,0005.00% of Consolidated Total Revenues, whereupon each such Immaterial Subsidiary designated by the Company will become an "“Obligor," ” a "“Subsidiary Guarantor" ” and "“Lien Grantor" ” for purposes of the Loan Documents.

Additional Subsidiaries; Immaterial Subsidiaries. (a) If any additional Subsidiary is formed or acquired after the Effective Closing Date or any Unrestricted Subsidiary is converted into a Restricted Subsidiary that is a Domestic Subsidiary after the Closing Date, the Company will, within five ten (10) Business Days after such Subsidiary is formed formed, acquired or acquiredconverted, notify the Agent and the Lenders thereof and cause any Capital Stock in or Indebtedness of such Subsidiary owned by or on behalf of any Obligor to be added to the Collateral (except that the Obligors shall not be required to pledge more than 65% of the outstanding voting Capital Stock in any Foreign Subsidiary that is not an Obligor). If such Subsidiary is or subsequently becomes a Domestic Subsidiary and is not an Insurance Subsidiary or a Subsidiary of an Insurance Subsidiary or an Immaterial Subsidiary, the Company shall promptly cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become an "“Obligor," ” a "“Subsidiary Guarantor" ” and "“Lien Grantor" ” for purposes of the Loan Documents; provided that no Foreign Subsidiary, Unrestricted Subsidiary, Insurance Subsidiary, Subsidiary of a Foreign Subsidiary, Subsidiary of an Insurance Subsidiary, Foreign Subsidiary Holding Company or, subject to Section 6.12(b), Immaterial Subsidiary shall be required to be a Subsidiary Guarantor. Without limiting the preceding sentence, if any Domestic Immaterial Subsidiary that is not an Insurance Subsidiary or a Subsidiary of an Insurance Subsidiary loses its status as an Immaterial Subsidiary, the Company shall promptly (and in any event within ten (10) Business Days following the date on which financial statements in respect of the Fiscal Quarter following which such Subsidiary has lost its status as an Immaterial Subsidiary are required to be delivered hereunder) cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become an "“Obligor," ” a "“Subsidiary Guarantor" ” and "“Lien Grantor" ” for purposes of the Loan Documents. (b) If at any time (i) the aggregate fair market value of the assets of all Immaterial Subsidiaries exceeds $40,000,000 as of the end of the most recently ended Fiscal Quarter or (ii) the aggregate revenues of all Immaterial Subsidiaries for the period of four consecutive Fiscal Quarters most recently ended exceeds $30,000,000, the Company shall promptly (and in any event within 10 Business Days following the date on which financial statements in respect of such Fiscal Quarter are required to be delivered hereunder) cause the Collateral and Guarantee Requirement to be satisfied with respect to one or more of the Immaterial Subsidiaries to the extent necessary to ensure that immediately after giving effect thereto (x) the aggregate fair market value of the assets of all Immaterial Subsidiaries shall not exceed $40,000,000 and (y) the aggregate revenues of all Immaterial Subsidiaries for the period of four consecutive Fiscal Quarters most recently ended shall not exceed $30,000,000, whereupon each such Subsidiary will become an "“Obligor," ” a "“Subsidiary Guarantor" ” and "“Lien Grantor" ” for purposes of the Loan Documents.

Additional Subsidiaries; Immaterial Subsidiaries. (a) If any additional Subsidiary is formed or acquired after the Effective Date, the Company will, within five Business Days after such Subsidiary is formed or acquired, notify the Agent and the Lenders Banks thereof and cause any Capital Stock in or Indebtedness of such Subsidiary owned by or on behalf of any Obligor to be added to the Collateral (except that the Obligors shall not be required to pledge more than 65% of the outstanding voting Capital Stock in any Foreign Subsidiary that is not an Obligor). If such Subsidiary is or subsequently becomes a Domestic Subsidiary and is not an Insurance Subsidiary or a Subsidiary of an Insurance Subsidiary or an Immaterial Subsidiary, the Company shall promptly cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become an "Obligor," ", a "Subsidiary Guarantor" and "Lien Grantor" for purposes of the Loan Documents. Without limiting the preceding sentence, if any Domestic Immaterial Subsidiary that is not an Insurance Subsidiary or a Subsidiary of an Insurance Subsidiary loses its status as an Immaterial Subsidiary, the Company shall promptly cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become an "Obligor," ", a "Subsidiary Guarantor" and "Lien Grantor" for purposes of the Loan Documents. (b) If at any time (i) the aggregate fair market value of the assets of all Immaterial Subsidiaries exceeds $40,000,000 20,000,000 or (ii) the aggregate revenues of all Immaterial Subsidiaries for the period of four consecutive Fiscal Quarters most recently ended exceeds $30,000,00020,000,000, the Company shall promptly cause the Collateral and Guarantee Requirement to be satisfied with respect to one or more of the Immaterial Subsidiaries to the extent necessary to ensure that immediately after giving effect thereto (x) the aggregate fair market value of the assets of all Immaterial Subsidiaries shall not exceed $40,000,000 20,000,000 and (y) the aggregate revenues of all Immaterial Subsidiaries for the period of four consecutive Fiscal Quarters most recently ended shall not exceed $30,000,00020,000,000, whereupon each such Subsidiary will become an "Obligor," ", a "Subsidiary Guarantor" and "Lien Grantor" for purposes of the Loan Documents.

Additional Subsidiaries; Immaterial Subsidiaries. (ai) If any additional Subsidiary is formed or acquired after the Effective Closing Date or any Unrestricted Subsidiary is converted into a Restricted Subsidiary that is a Domestic Subsidiary after the Closing Date, the Company will, except to the extent such Subsidiary is an Insurance Subsidiary, Subsidiary of an Insurance Subsidiary, or an Excluded Subsidiary, within five ten (10) Business Days after such Subsidiary is formed formed, acquired or acquiredconverted, notify the Agent and the Lenders thereof and cause any Capital Stock in or Indebtedness of such Subsidiary owned by or on behalf of any Obligor to be added to the Collateral (except that the Obligors shall not be required to pledge more than 65% of the outstanding voting Capital Stock in any Foreign Subsidiary that is not an Obligor). If such Subsidiary is or subsequently becomes a Domestic Subsidiary and is not an Insurance Subsidiary or a Subsidiary of an Insurance Subsidiary or an Immaterial Subsidiary, the Company shall promptly cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become an "“Obligor," ” a "“Subsidiary Guarantor" ” and "a “Lien Grantor" ” for purposes of the Loan Documents. . (ii) Without limiting the preceding sentence, if any Domestic Immaterial Subsidiary that is not an Insurance Subsidiary or Subsidiary, a Subsidiary of an Insurance Subsidiary, a Foreign Subsidiary, a non-Wholly-Owned Subsidiary, or an Unrestricted Subsidiary loses its status as ceases to constitute an Immaterial Subsidiary, the Company shall promptly (and in any event within ten (10) Business Days following the date on which financial statements in respect of the Fiscal Quarter following which such Subsidiary ceases to constitute an Immaterial Subsidiary are required to be delivered hereunder) cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become an "“Obligor," ” a "“Subsidiary Guarantor" ” and "a “Lien Grantor" ” for purposes of the Loan Documents. . (biii) If at any time any Insurance Subsidiary shall (ix) the aggregate fair market value cease to constitute an Insurance Subsidiary and shall not then be an Excluded Subsidiary or a Subsidiary of an Insurance Subsidiary or (y) guarantee (other than pursuant to requirements imposed by applicable law (including regulations) or any Government-Sponsored Enterprise) any Indebtedness of the assets Company or any of all Immaterial its Subsidiaries exceeds $40,000,000 (other than an Insurance Subsidiary or (ii) the aggregate revenues a Subsidiary of all Immaterial Subsidiaries for the period of four consecutive Fiscal Quarters most recently ended exceeds $30,000,000an Insurance Subsidiary), the Company shall promptly (and in any event within ten (10) Business Days following the date of such occurrence) notify the Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to one or more of the Immaterial Subsidiaries to the extent necessary to ensure that immediately after giving effect thereto (x) the aggregate fair market value of the assets of all Immaterial Subsidiaries shall not exceed $40,000,000 and (y) the aggregate revenues of all Immaterial Subsidiaries for the period of four consecutive Fiscal Quarters most recently ended shall not exceed $30,000,000such Subsidiary, whereupon each such Subsidiary will become an "“Obligor," ” a "“Subsidiary Guarantor" ” and "a “Lien Grantor" ” for purposes of the Loan Documents.

Additional Subsidiaries; Immaterial Subsidiaries. (a) If any additional Subsidiary is formed or acquired after the Effective Date, the Company will, within five Business Days after such Subsidiary is formed or acquired, notify the Agent and the Lenders thereof and cause any Capital Stock in or Indebtedness of such Subsidiary owned by or on behalf of any Obligor to be added to the Collateral (except that the Obligors shall not be required to pledge more than 65% of the outstanding voting Capital Stock in any Foreign Subsidiary that is not an Obligor). If such Subsidiary is or subsequently becomes a Domestic Subsidiary and is not an Insurance Subsidiary or a Subsidiary of an Insurance Subsidiary or an Immaterial Subsidiary, the Company shall promptly cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become an "“Obligor," ” a "“Subsidiary Guarantor" ” and "“Lien Grantor" ” for purposes of the Loan Documents; provided that no Foreign Subsidiary, Insurance Subsidiary, Subsidiary of an Insurance Subsidiary or, subject to Section 6.12(b), Immaterial Subsidiary shall be required to be a Subsidiary Guarantor. Without limiting the preceding sentence, if any Domestic Immaterial Subsidiary that is not an Insurance Subsidiary or a Subsidiary of an Insurance Subsidiary loses its status as an Immaterial Subsidiary, the Company shall promptly (and in any event within 10 Business Days following the date on which financial statements in respect of the Fiscal Quarter following which such Subsidiary has lost its status as an Immaterial Subsidiary are required to be delivered hereunder) cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become an "“Obligor," ” a "“Subsidiary Guarantor" ” and "“Lien Grantor" ” for purposes of the Loan Documents. (b) If at any time (i) the aggregate fair market value of the assets of all Immaterial Subsidiaries exceeds $40,000,000 as of the end of the most recently ended Fiscal Quarter or (ii) the aggregate revenues of all Immaterial Subsidiaries for the period of four consecutive Fiscal Quarters most recently ended exceeds $30,000,000, the Company shall promptly (and in any event within 10 Business Days following the date on which financial statements in respect of such Fiscal Quarter are required to be delivered hereunder) cause the Collateral and Guarantee Requirement to be satisfied with respect to one or more of the Immaterial Subsidiaries to the extent necessary to ensure that immediately after giving effect thereto (x) the aggregate fair market value of the assets of all Immaterial Subsidiaries shall not exceed $40,000,000 and (y) the aggregate revenues of all Immaterial Subsidiaries for the period of four consecutive Fiscal Quarters most recently ended shall not exceed $30,000,000, whereupon each such Subsidiary will become an "“Obligor," ” a "“Subsidiary Guarantor" ” and "“Lien Grantor" ” for purposes of the Loan Documents.