Common use of Additional U.S. Loan Parties Clause in Contracts

Additional U.S. Loan Parties. At any time (x) any US Subsidiary of any Loan Party (other than an Excluded Subsidiary) is created, established or acquired, or (y) any US Subsidiary ceases to be an Excluded Subsidiary, such US Subsidiary shall be required to no later than 30 days thereafter (or such greater number of days as Agent shall agree to in its sole and absolute discretion in any given case), (i) execute and deliver a US Joinder Agreement, causing such US Subsidiary to become party to (A) the US Guaranty as a US Guarantor, (B) the US Security Agreement, and (C) such other Loan Documents as would have been entered into by such Subsidiary if it had been a US Guarantor on the Closing Date, (ii) execute and deliver a joinder to the Intercompany Note, together with undated powers (or other documents of transfer acceptable to the Agent) executed in blank by such Subsidiary, (iii) take all action in connection therewith as would otherwise have been required to be taken pursuant to Schedule 3.1 if such US Subsidiary had been a US Guarantor on the Closing Date, and (iii) execute, endorse, acknowledge, file and/or deliver to Agent (with a copy to each of the Required Term Lenders’ Advisors) from time to time such opinions of counsel, vouchers, invoices, schedules, confirmatory assignments, confirmatory conveyances, financing statements, transfer endorsements, confirmatory powers of attorney, certificates, reports and other assurances or confirmatory instruments and take such further steps relating to the US Collateral covered by any of the US Security Documents as Agent may reasonably require pursuant to this Section 5.12(a).

Additional U.S. Loan Parties. At the time that any time (x) that any US Subsidiary of any Loan Party (other than an Excluded Subsidiary) is created, established forms any direct or acquired, or (y) any indirect wholly owned US Subsidiary ceases to be an Excluded Subsidiaryor acquires any direct or indirect wholly owned US Subsidiary after the Closing Date, such US Subsidiary shall be required Loan Party shall, subject to no later than 30 Section 5.11(c), within 20 days thereafter of such formation or acquisition (or such greater number of days later date as permitted by Agent shall agree to in its sole and absolute discretion in discretion) cause any given case), such new US Subsidiary to (i) execute and deliver a US Joinder Agreement, causing such US Subsidiary to become party to (A) the US Guaranty as a US GuarantorGuarantor (or, to the extent requested by Agent, become a US Borrower pursuant to its US Joinder Agreement), (B) the US Security Agreement, (C) the Intercompany Subordination Agreement, (D) the Intercreditor Agreement and (CE) such other Loan Documents as would have been entered into by such Subsidiary if it had been a US Guarantor Loan Party on the Closing Date, (ii) execute and deliver a joinder to the Intercompany Note, together with undated powers (or other documents of transfer acceptable to the Agent) executed in blank by such Subsidiary, (iii) take all action in connection therewith as would otherwise have been required to be taken pursuant to Schedule 3.1 or Schedule 3.6 if such US Subsidiary had been a US Guarantor Loan Party on the Closing DateDate (except that such Loan Parties shall provide any Control Agreements within 30 days of the formation or acquisition of any such new Subsidiary), and (iii) execute, endorse, acknowledge, file and/or deliver to Agent (with a copy to each of the Required Term Lenders’ Advisors) from time to time such opinions of counsel, vouchers, invoices, schedules, confirmatory assignments, confirmatory conveyances, financing statements, transfer endorsements, confirmatory powers of attorney, certificates, reports and other assurances or confirmatory instruments and take such further steps relating to the US Collateral covered by any of the US Security Documents as Agent may reasonably require pursuant to this Section 5.12(a5.11(a), or pursuant to the US Security Agreement, in each case, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary). In addition, within 20 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) of any new Subsidiary by a US Loan Party, such Loan Party shall provide to Agent a pledge agreement (or an addendum to the US Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in any such new Subsidiary reasonably satisfactory to Agent; provided that only 65% of the total outstanding voting Stock of any first tier Foreign Subsidiary of any US Loan Party that is a CFC (and none of the Stock of any Subsidiary of such CFC) shall be required to be pledged to secure the US Obligations (but, for the avoidance of doubt, 100% of the total outstanding voting Stock of any first tier Foreign Subsidiary of any US Loan Party that is a CFC shall be required to be pledged to secure the UK Obligations).

Additional U.S. Loan Parties. At any time (x) any US Subsidiary of any Loan Party the Company (other than an Excluded Subsidiary) is created, established or acquired, or (y) any US Subsidiary ceases to be an Excluded Subsidiary, or (z) any Subsidiary guarantees the Senior Notes, any Permitted Refinancing in respect thereof, any Permitted Additional Pari Pasu Obligations or any Refinancing Indebtedness in respect thereof, such US Subsidiary shall be required to no later than 30 days thereafter (or such greater number of days as Agent shall agree to in its sole and absolute discretion in any given case), (i) execute and deliver a US Joinder Agreement, causing such US Subsidiary to become party to (A) the US Guaranty as a US GuarantorGuarantor (or, to the extent requested by Agent, become a US Borrower pursuant to its US Joinder Agreement), (B) the US Security Agreement, (C) the Intercompany Subordination Agreement, (D) the Intercreditor Agreement and (CE) such other Loan Documents as would have been entered into by such Subsidiary if it had been a US Guarantor on the Closing Date, (ii) execute and deliver a joinder to the Intercompany Note, together with undated powers (or other documents of transfer acceptable to the Agent) executed in blank by such Subsidiary, (iii) take all action in connection therewith as would otherwise have been required to be taken pursuant to Schedule 3.1 if such US Subsidiary had been a US Guarantor on the Closing Date, and (iii) execute, endorse, acknowledge, file and/or deliver to Agent (with a copy to each of the Required Term Lenders’ Advisors) from time to time such opinions of counsel, vouchers, invoices, schedules, confirmatory assignments, confirmatory conveyances, financing statements, transfer endorsements, confirmatory powers of attorney, certificates, reports and other assurances or confirmatory instruments and take such further steps relating to the US Collateral covered by any of the US Security Documents as Agent may reasonably require pursuant to this Section 5.12(a).