Common use of Additional US Subsidiaries Clause in Contracts

Additional US Subsidiaries. Promptly after (x) the creation or acquisition (including by statutory division) of any US Subsidiary (other than an Excluded Subsidiary), (y) any US Subsidiary that is an Excluded Subsidiary failing to constitute an Excluded Subsidiary or (z) the re-designation of any Immaterial Subsidiary (and, in any event, within thirty (30) days after such event, as such time period may be extended by the Administrative Agent in its sole discretion) cause such Person to (i) either (A) become a US Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the US Credit Party Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, or (B) become an Additional Borrower in compliance with Section 5.17, (ii) grant a security interest, to secure all Secured Obligations, in all Collateral (subject to the exceptions specified in the US Collateral Agreement) owned by such US Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional US Subsidiaries. Promptly after (x) the creation or acquisition (including by statutory division) of any US Subsidiary (other than an Excluded Immaterial Subsidiary), ) (y) any US Subsidiary that is an Excluded Subsidiary failing to constitute an Excluded Subsidiary or (z) the re-designation of any Immaterial Subsidiary (and, and in any event, event within thirty (30) days after such eventcreation or acquisition, as such time period may be extended by the Administrative Agent in its sole discretion) cause such Person US Subsidiary to (i) either (A) become a US Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the US Credit Party Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, or (B) become an Additional Borrower in compliance with Section 5.17, (ii) grant a security interest, to secure all Secured Obligations, interest in all Collateral (subject to the exceptions specified in the US Collateral Agreement) owned by such US Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document; provided, however, notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, such US Subsidiary shall only be required to grant a security interest in sixty-six percent (iii66%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any First Tier Foreign Subsidiary,(iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional US Subsidiaries. Promptly after (x) Notify the Administrative Agent prior to the creation or acquisition (including by statutory division) of any US Subsidiary (other than an any Excluded Subsidiary), ) (y) provided that any US Subsidiary Redesignation resulting in an Unrestricted Subsidiary that is an Excluded a US Subsidiary failing becoming a Restricted Subsidiary shall be deemed to constitute an Excluded the acquisition of a US Subsidiary or for all purposes of this Section 9.13) and promptly thereafter (z) the re-designation of any Immaterial Subsidiary (and, and in any event, event within thirty (30) days after such eventcreation or acquisition, as such time period may be extended by the Administrative Agent in its sole discretion) cause such Person US Subsidiary (other than any Excluded Subsidiary) to (i) either (A) become a US Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the US Credit Party Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, or (B) become an Additional Borrower in compliance with Section 5.17, (ii) grant a security interest, to secure all Secured Obligations, interest in all Collateral (subject to the exceptions specified in the US Collateral Agreement) owned by such US Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iiiC) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 the Restatement Agreement as may be reasonably requested by the Administrative Agent, (ivD) deliver to the Administrative Agent such (i) any original certificated Equity Interests Capital Stock or other certificates and stock or other transfer powers evidencing the Equity Interests Capital Stock of such PersonPerson and (ii) subject to the Intercreditor Agreement, any original promissory notes together with transfer powers for such promissory notes, (vE) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person, and (viF) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional US Subsidiaries. Promptly after (x) Notify the Administrative Agent prior the creation or acquisition (including by statutory division) of any US Subsidiary (other than an any Excluded Subsidiary), ) (y) provided that any US Subsidiary Redesignation resulting in an Unrestricted Subsidiary that is an Excluded a US Subsidiary failing becoming a Restricted Subsidiary shall be deemed to constitute an Excluded the acquisition of a US Subsidiary or for all purposes of this Section 9.13) and promptly thereafter (z) the re-designation of any Immaterial Subsidiary (and, and in any event, event within thirty (30) days after such eventcreation or acquisition, as such time period may be extended by the Administrative Agent in its sole discretion) cause such Person US Subsidiary (other than any Excluded Subsidiary) to (i) either (A) become a US Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the US Credit Party Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, or (B) become an Additional Borrower in compliance with Section 5.17, (ii) grant a security interest, to secure all Secured Obligations, interest in all Collateral (subject to the exceptions specified in the US Collateral Agreement) owned by such US Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iiiC) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 7.1 as may be reasonably requested by the Administrative Agent, (ivD) deliver to the Administrative Agent such (i) any original certificated Equity Interests Capital Stock or other certificates and stock or other transfer powers evidencing the Equity Interests Capital Stock of such PersonPerson and (ii) subject to the Intercreditor Agreement, any original promissory notes together with transfer powers for such promissory notes, (vE) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person, and (viF) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional US Subsidiaries. Promptly after (x) the creation or acquisition (including by statutory division) of any US Subsidiary (other than an Excluded Subsidiary), (y) any US Subsidiary that is an Excluded Subsidiary failing to constitute an Excluded Subsidiary or (z) the re-designation of any Immaterial Subsidiary (and, in any event, within thirty (30) days after such event, as such time period may be extended by the Administrative Agent in its sole discretion) cause such Person to (i) either (A) become a US Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the US Credit Party Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, or (B) become an Additional Borrower in compliance with Section 5.17, (ii) grant a security interest, to secure all Secured Obligations, in all Collateral (subject to the exceptions specified in the US Collateral Agreement) owned by such US Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.. 123 146960219_6 165457743_4

Additional US Subsidiaries. Promptly after (x) the creation or acquisition (including by statutory division) of any US Subsidiary (other than an Excluded Subsidiary), (y) any US Subsidiary that is an Excluded Subsidiary failing to constitute an Excluded Subsidiary or (z) the re-designation of any Immaterial Subsidiary (and, in any event, within thirty (30) days after such eventcreation or acquisition, as such time period may be extended by the Administrative Agent in its sole discretion) cause such Person to (i) either (A) become a US Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the US Credit Party Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, or (B) become an Additional Borrower in compliance with Section 5.17, (ii) grant a security interest, to secure all Secured Obligations, in all Collateral (subject to the exceptions specified in the US Collateral Agreement) owned by such US Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional US Subsidiaries. Promptly after (x) Notify the Administrative Agent prior to the creation or acquisition (including by statutory division) of any US Subsidiary (other than an any Excluded Subsidiary), ) (y) provided that any US Subsidiary Redesignation resulting in an Unrestricted Subsidiary that is an Excluded a US Subsidiary failing becoming a Restricted Subsidiary shall be deemed to constitute an Excluded the acquisition of a US Subsidiary or for all purposes of this Section 9.13) and promptly thereafter (z) the re-designation of any Immaterial Subsidiary (and, and in any event, event within thirty (30) days after such eventcreation or acquisition, as such time period may be extended by the Administrative Agent in its sole discretion) cause such Person US Subsidiary (other than any Excluded Subsidiary) to (i) either (A) become a US Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the US Credit Party Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, or (B) become an Additional Borrower in compliance with Section 5.17, (ii) grant a security interest, to secure all Secured Obligations, interest in all Collateral (subject to the exceptions specified in the US Collateral Agreement) owned by such US Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iiiC) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 7.1 as may be reasonably requested by the Administrative Agent, (ivD) deliver to the Administrative Agent such (i) any original certificated Equity Interests Capital Stock or other certificates and stock or other transfer powers evidencing the Equity Interests Capital Stock of such PersonPerson and (ii) subject to the Intercreditor Agreement, any original promissory notes together with transfer powers for such promissory notes, (vE) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person, and (viF) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.