Common use of Additional Subsidiary Guarantors Clause in Contracts

Additional Subsidiary Guarantors. Each of Holdings and the Borrower will take, and will cause each of its Subsidiaries (other than Foreign Subsidiaries, except to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Holdings (other than the Borrower and Foreign Subsidiaries, except to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary, the Borrower, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than a Foreign Subsidiary, except to the extent provided in subsection (d) below) to: (i) within 30 days after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement, an “Obligor” under the U.S. Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent, the Collateral Agent or the Required Lenders reasonably shall have requested.

Additional Subsidiary Guarantors. Each of Holdings and the Borrower will takeTake, and will cause each of its their Subsidiaries (other than Foreign Subsidiaries, except to the extent provided in subsection (dc) below, and Non-Wholly-Owned Subsidiaries) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Holdings the Borrower (other than the Borrower and Foreign Subsidiaries, except to the extent provided in subsection (dc) below, and Non-Wholly-Owned Subsidiaries) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company in the event that the Borrower shall form or acquire any such new Subsidiary, the Borrower, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Administrative Agent with notice of such formation or acquisition acquisition, setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than a Foreign Subsidiary, except to the extent provided in subsection (d) below) to: (i) within 30 45 days after such formation or acquisition, execute an Accession Agreement a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders pursuant to which such new Subsidiary shall agree to become a “"Guarantor” " under the GuarantySubsidiary Guarantee Agreement, an “Obligor” and grantor, pledgor, mortgagor or the like under the applicable Security Agreement, an “Obligor” under the U.S. Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent, the Collateral Agent or the Required Lenders reasonably shall have requested.Documents;

Additional Subsidiary Guarantors. Each of Holdings and the Borrower The Company will take, and will cause each of its Subsidiaries (other than (i) Project Subsidiaries except to the extent not prohibited by the terms of the instruments governing any Project Non-Recourse Debt of such Project Subsidiary, (ii) Foreign Subsidiaries, Subsidiaries except to the extent provided in subsection SUBSECTION (d) belowbelow and (iii) those Subsidiaries having limited or negligible assets as of the Closing Date which are to be merged into, or liquidated or dissolved and their residual assets distributed to, one or more Loan Parties within 90 days after the Closing Date pursuant to the Company's reorganization plan disclosed to the Administrative Agent prior to the Closing Date) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Holdings the - 97 - Company (other than the Borrower and Foreign such Project Subsidiaries, except to the extent provided in subsection (d) belowForeign Subsidiaries and other Subsidiaries) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary, the BorrowerCompany, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than a any such Project Subsidiary or such Foreign Subsidiary, except to the extent provided in subsection (d) below) to: (i) within 30 days after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “"Guarantor” " under the Subsidiary Guaranty, an “"Obligor” " under the Security Agreement, Agreement and an “"Obligor” " under the U.S. Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent, the Collateral Agent or the Required Lenders reasonably shall have requested.

Additional Subsidiary Guarantors. Each of Holdings and the Borrower will take, and will cause each of its Subsidiaries (other than Foreign Subsidiaries, except to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Holdings (other than the Borrower Borrower, QuikPlay and Foreign Subsidiaries, except to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary, the Borrower, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than a Foreign Subsidiary, except to the extent provided in subsection (d) below) to: (i) within 30 days after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement, Agreement and an “Obligor” under the U.S. Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new SubsidiaryAgreement; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent, the Collateral Agent or the Required Lenders reasonably shall have requested.

Additional Subsidiary Guarantors. Each of Holdings and the The Borrower will take, and will cause each of its Subsidiaries (other than Foreign Subsidiaries and Unrestricted Subsidiaries, except to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Holdings the Borrower (other than the Borrower such Foreign Subsidiaries and Foreign Unrestricted Subsidiaries, except to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary, the Borrower, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than a any such Foreign Subsidiary, except to the extent provided in subsection (d) below) to: (i) within 30 days after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Subsidiary Guaranty, an “Obligor” under the Security Agreement, Agreement and an “Obligor” under the U.S. Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent, the Collateral Agent or the Required Lenders reasonably shall have requested.;

Additional Subsidiary Guarantors. Each of Holdings and the Borrower will take, and will cause each of its Subsidiaries (other than Foreign Subsidiaries, except to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Holdings (other than the Borrower and Foreign Subsidiaries, except to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary, the Borrower, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Applicable Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than a Foreign Subsidiary, except to the extent provided in subsection (d) below) to: (i) within 30 days after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Subsidiary Guaranty, an “Obligor” under the Security Agreement, Agreement and an “Obligor” under the U.S. Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent, the Collateral Agent or the Required Lenders reasonably shall have requested.

Additional Subsidiary Guarantors. Each of Holdings and the The Borrower will take, and will cause each of its Subsidiaries (other than Foreign Subsidiaries and Unrestricted Subsidiaries, except to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Holdings the Borrower (other than the Borrower such Foreign Subsidiaries and Foreign Unrestricted Subsidiaries, except to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary, the Borrower, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than a any such Foreign Subsidiary, except to the extent provided in subsection (d) below) to: (i) within 30 days after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Subsidiary Guaranty, an “Obligor” under the Security Agreement, Agreement and an “Obligor” under the U.S. Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent, the Collateral Agent or the Required Lenders reasonably shall have requested.

Additional Subsidiary Guarantors. Each of Holdings and the The Parent Borrower will wiIl take, and will cause each of its Subsidiaries (other than Foreign Subsidiaries, except to the extent provided in subsection SUBSECTION (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Holdings the Parent Borrower (other than the Borrower and Foreign Subsidiaries, except to the extent provided in subsection SUBSECTION (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary, the Parent Borrower, as soon as practicable and in any event within 30 10 days after such formation or acquisition, will provide the Collateral Agent Agents with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than a Foreign Subsidiary, except to the extent provided in subsection SUBSECTION (d) below) to: (i) within 30 10 days after such formation or acquisition, execute an Accession Agreement or any other document or instrument pursuant to which such new Subsidiary shall agree to become a “"Guarantor” " under the GuarantyGuaranty delivered by the Subsidiary Guarantors, an “Obligor” a "Credit Party" under the U.S. Security Agreement, an “Obligor” under the U.S. PPSA Security Agreement, the Quebec Hypothec, the Pledge Agreement Agreement, and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section SECTION 4.01 on the Closing Date or as the Administrative AgentAgents, the Collateral Agent Agents or the Required Lenders reasonably shall have requested.

Additional Subsidiary Guarantors. Each of Holdings and the Borrower Borrowers will take, and will cause each of its Subsidiaries (other than Foreign Subsidiaries, except to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Holdings (other than the Borrower Company, the Co-Borrowers and any Foreign Subsidiaries, except to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary, the BorrowerCompany, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than a Foreign Subsidiary, except to the extent provided in subsection (d) below) to: (i) within 30 days after such formation or acquisition, execute a Co-Borrower Agreement or an Accession Agreement pursuant to which such new Subsidiary shall agree to become (A) either a Co-Borrower hereunder or a “Guarantor” under the Guaranty, (B) an “Obligor” under the Security Agreement, Agreement and (C) an “Obligor” under the U.S. Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new SubsidiaryAgreement; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent, the Collateral Agent or the Required Lenders reasonably shall have reasonably requested.

Additional Subsidiary Guarantors. Each of Holdings and the Borrower will take, and will cause each of its Subsidiaries (other than Foreign Subsidiaries, except to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Holdings (other than the Borrower and Foreign Subsidiaries, except to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary, the Borrower, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than a Foreign Subsidiary, except to the extent provided in subsection (d) below) to: (i) within 30 days after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement, Agreement and an “Obligor” under the U.S. Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent, Agent or the Collateral Agent or the Required Lenders reasonably shall have reasonably requested.

Additional Subsidiary Guarantors. Each of Holdings and the Borrower will take, and will cause each of its Restricted Subsidiaries (other than Foreign Subsidiaries, except to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Restricted Subsidiaries of Holdings (other than the Borrower Borrower, and Foreign Subsidiaries, except to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary, the Borrower, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than a Foreign Subsidiary, except to the extent provided in subsection (d) below) to: (i) within 30 days after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement, Agreement and an “Obligor” under the U.S. Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new SubsidiaryAgreement; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent, the Collateral Agent or the Required Lenders reasonably shall have requested.

Additional Subsidiary Guarantors. Each of Holdings the Parent, ASG and the Borrower will take, and will cause each of its Subsidiaries (other than Foreign Subsidiaries, except to the extent provided in subsection (d) below, non-Wholly-Owned Subsidiaries and Joint Venture Entities) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Holdings the Borrower (other than the Borrower and Foreign Subsidiaries, except to the extent provided in subsection (d) below, non-Wholly-Owned Subsidiaries and Joint Venture Entities) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if in the event that any Group Company Consolidated Party shall form or acquire any new Subsidiary, the Borrower, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than a Foreign Subsidiary, except to the extent provided in subsection (d) below, non-Wholly-Owned Subsidiaries and Joint Venture Entities) to: (i) within 30 days after such formation or acquisition, execute an Accession a Joinder Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the GuarantySubsidiary Guaranty Agreement, an “Obligor” under the Security Agreement, an Agreement and a “ObligorPledgor” under the U.S. Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent, the Collateral Agent or the Required Lenders reasonably shall have requested.Agreement;

Additional Subsidiary Guarantors. Each of Holdings the Parent and the -------------------------------- Borrower will take, and will cause each of its Subsidiaries (other than Foreign Subsidiaries, except to the extent provided in subsection (d) below, -------------- non-Wholly-Owned Subsidiaries and Joint Venture Entities) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Holdings the Borrower (other than the Borrower and Foreign Subsidiaries, except to the extent provided in subsection (d) below, non-Wholly-Owned Subsidiaries and Joint Venture Entities) -------------- are Subsidiary Guarantors. Without limiting the generality of the foregoing, if in the event that any Group Company Consolidated Party shall form or acquire any new Subsidiary, the Borrower, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than a Foreign Subsidiary, except to the extent provided in subsection (d) -------------- below, non-Wholly-Owned Subsidiaries and Joint Venture Entities) to: (i) within 30 days after such formation or acquisition, execute an Accession a Joinder Agreement pursuant to which such new Subsidiary shall agree to become a “"Guarantor” " under the GuarantySubsidiary Guaranty Agreement, an “"Obligor” " under the Security Agreement, an “Obligor” Agreement and a "Pledgor" under the U.S. Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent, the Collateral Agent or the Required Lenders reasonably shall have requested.Agreement;

Additional Subsidiary Guarantors. Each of Holdings and the Borrower will take, and will cause each of its Subsidiaries (other than Foreign Subsidiaries, except to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Holdings (other than the Borrower and Foreign Subsidiaries, except to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary, the Borrower, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than a Foreign Subsidiary, except to the extent provided in subsection (d) below) to: (i) within 30 days after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “"Guarantor” " under the Guaranty, an “"Obligor” " under the Security Agreement, an “"Obligor” " under the U.S. Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent, the Collateral Agent or the Required Lenders reasonably shall have requested.

Additional Subsidiary Guarantors. Each of Holdings and the Borrower will take, and will cause each of its Subsidiaries (other than Foreign Subsidiaries, except to the extent provided in subsection (d) below, and other than non-Wholly-Owned Liquor License Subsidiaries) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Holdings (other than the Borrower and Foreign Subsidiaries, except to the extent provided in subsection (d) below, and other than non-Wholly-Owned Liquor License Subsidiaries) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary, the Borrower, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than a Foreign Subsidiary, except to the extent provided in subsection (d) below, and other than non-Wholly-Owned Liquor License Subsidiaries) to: (i) within 30 days after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement, an “Obligor” under the U.S. Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent, the Collateral Agent or the Required Lenders reasonably shall have requested.

Additional Subsidiary Guarantors. Each of Holdings and the The Borrower will take, and will cause each of its Borrower’s Subsidiaries (other than Foreign Excluded Subsidiaries, except to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Holdings Borrower (other than the Borrower and Foreign Excluded Subsidiaries, except to the extent provided in subsection (d) below) are Subsidiary GuarantorsGuarantors not later than the time set forth herein. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than an Excluded Subsidiary), the Borrower, as soon as practicable and in any event within 30 days (or such later date as may be agreed by the Administrative Agent in its sole discretion) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of and the assets of such new Subsidiary and Borrower will cause such new Subsidiary (other than a Foreign Subsidiary, except to the extent provided in subsection (d) below) to: (i) within 30 days (or such later date as may be agreed by the Administrative Agent in its sole discretion) after such formation or acquisition, (A) execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Subsidiary Guarantor” under the Guaranty, an ; a “ObligorSubsidiary Guarantor” under the Security Agreement, an ; and a “ObligorSubsidiary Guarantor” under the U.S. Pledge Agreement Agreement; and/or an obligor under such other Collateral Documents as may be applicable to such new SubsidiarySubsidiary and (B) take all actions required to be taken by such Collateral Documents to perfect the liens granted thereunder; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Loan Party pursuant to Section 4.01 of this Agreement on the Closing Date or as the Administrative Agent, Agent or the Collateral Agent or the Required Lenders reasonably shall have requestedreasonably requested in order to evidence compliance with this Section 6.12.

Additional Subsidiary Guarantors. Each of Holdings and the The Borrower will take, and will cause each of its Domestic Subsidiaries (other than Foreign the Excluded Subsidiaries, ) (except to the extent provided in subsection (db) below) to take, take such actions from time to time as shall be necessary to ensure that all Domestic Subsidiaries of Holdings the Borrower or any Domestic Subsidiary (other than the Borrower and Foreign Excluded Subsidiaries, except to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Domestic Subsidiary, the Borrower, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Domestic Subsidiary and will cause such new Domestic Subsidiary (other than a Foreign Subsidiary, except to the extent provided in subsection (db) below) to: (i) within 30 days after such formation or acquisition, execute an Accession Agreement pursuant to which such new Domestic Subsidiary shall agree to become a “Guarantor” under the Subsidiary Guaranty, an “Obligor” under the Pledge and Security Agreement, an “Obligor” under the U.S. Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Domestic Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent, the Collateral Agent or the Required Lenders reasonably shall have requested.