Domestic Subsidiaries. Where Domestic Subsidiaries of the Borrower which are not Credit Parties hereunder (the "Non-Guarantor Subsidiaries") shall at any time constitute more than (the "Threshold Requirement"):
(i) in any instance for any such Non-Guarantor Subsidiary, five percent (5%) of consolidated assets for the Consolidated Group or five percent (5%) of consolidated revenues for the Consolidated Group, or
(ii) in the aggregate for all such Non-Guarantor Subsidiaries, ten percent (10%) of consolidated assets for the Consolidated Group or ten percent (10%) of consolidated revenues for the Consolidated Group, then the Borrower shall (i) promptly notify the Administrative Agent thereof, and promptly cause such Domestic Subsidiary or Subsidiaries to become a Guarantor by execution of a Joinder Agreement, such that immediately after joinder as a Guarantor, the remaining Non-Guarantor Subsidiaries shall not in any instance, or collectively, exceed the Threshold Requirement, (ii) deliver with the Joinder Agreement, supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of counsel as the Administrative Agent may reasonably request, and (iii) deliver stock certificates and related pledge agreements or pledge joinder agreements evidencing the pledge of 100% of the Voting Stock of all Domestic Subsidiaries (whether or not they are Guarantors) and 65% of the Voting Stock of all Foreign Subsidiaries, together with undated stock transfer powers executed in blank.
Domestic Subsidiaries. In the event that on or after the Effective Date, any Person shall become a Domestic Subsidiary, or any Subsidiary (other than a Subsidiary Guarantor) shall at any time be a Domestic Subsidiary, the Borrower shall (i) notify the Administrative Agent in writing thereof within ten Business Days thereof, (ii) cause such Person to execute and deliver to the Administrative Agent a Guarantee Supplement (as defined in the Subsidiary Guarantee) and to become a party to each applicable Security Document in the manner provided therein within 15 Business Days thereafter and to promptly take such actions to create and perfect Liens on such Person's assets to secure such Person's obligations under the Loan Documents as the Administrative Agent or the Required Lenders shall reasonably request, (iii) cause any shares of Capital Stock (if evidenced by certificated securities) of such new Domestic Subsidiary owned by or on behalf of any Loan Party to be pledged pursuant to the Security Agreement within 15 Business Days thereafter, (iv) cause the Borrower (and any other Loan Party which makes a loan or similar advance to such new Domestic Subsidiary) to deliver an Intercompany Note executed by such new Domestic Subsidiary and endorsed by the Borrower (and any such other Loan Party) to be to be pledged pursuant to the Security Agreement within 15 Business Days thereafter, (v) cause each such new Domestic Subsidiary to deliver to the Administrative Agent any shares of Capital Stock (if evidenced by certificated securities) of, or promissory notes evidencing Indebtedness of, any Subsidiary that are owned by or on behalf of such new Domestic Subsidiary within 15 Business Days after such Subsidiary is formed or acquired (except that, if any such Subsidiary is a Material Foreign Subsidiary, shares of Capital Stock of such Person to be so pledged may be limited as provided in subsection (b) below and, if requested by the Administrative Agent with respect to the pledge of Capital Stock of a Material Foreign Subsidiary, the Administrative Agent shall receive the documents referred to in subsection (b)(iii) below), and (vi) deliver to the Administrative Agent a Perfection Certificate with respect to such Subsidiary, such additional Financing Statements, Grants of Security Interest and Powers of Attorney (as each such term is defined in the Security Agreement) certificates, instruments and opinions as the Administrative Agent may request.
Domestic Subsidiaries. On the Effective Date, Schedule 4 sets forth a true and complete list of the Domestic Subsidiaries.
Domestic Subsidiaries. The Obligors shall notify the Lender of each Domestic Subsidiary formed or incorporated subsequent to the Closing Date, and, within 15 days of such formation or incorporation, shall cause any such Domestic Subsidiary to execute and deliver to the Lender a Joinder Agreement and such other documentation as the Lender may require, and for the sake of clarification, no such joinder shall be required with respect to any Foreign Subsidiary.
Domestic Subsidiaries. Subject to Section 7.14, in the event that on or after the Effective Date, any Person shall become a Domestic Subsidiary, or any Subsidiary (other than a Subsidiary Guarantor) shall at any time be a Domestic Subsidiary, the Borrower shall (i) notify the Administrative Agent in writing thereof within three Business Days thereof, (ii) cause such Person to execute and deliver to the Administrative Agent the Subsidiary Guarantee or, if the Subsidiary Guarantee is then in effect, a Guarantee Supplement (as defined therein), a Security Agreement Supplement (as defined in the Security Agreement) and to become a party to each other applicable Security Document in the manner provided therein within five Business Days thereafter and to promptly take such actions to create and perfect Liens on such Person's assets to secure such Person's obligations under the Loan Documents as the Administrative Agent or the Required Lenders shall reasonably request, (iii) cause any shares of Capital Stock of, or promissory notes evidencing Indebtedness of, such new Domestic Subsidiary owned by or on behalf of any Loan Party to be pledged pursuant to the Security Agreement within five Business Days thereafter, (iv) cause each such new Domestic Subsidiary to deliver to the Administrative Agent any shares of Capital Stock or promissory notes evidencing Indebtedness of any Subsidiary that are owned by or on behalf of such new Domestic Subsidiary within five Business Days after such Subsidiary is formed or acquired (except that, if any such Subsidiary is a Foreign Subsidiary, shares of Capital Stock of such Person to be so pledged may be limited as provided in subsection (b) below and, if requested by the Administrative Agent with respect to the pledge of Capital Stock of a Foreign Subsidiary, the Administrative Agent shall receive the documents referred to in subsection (b)(iii) below), and (v) deliver to the Administrative Agent a Perfection Certificate with respect to such Subsidiary and such additional Financing Statements, Grants of Security Interest and Powers of Attorney (as each such term is defined in the Security
Domestic Subsidiaries. Wherever herein the allocation, ownership, character or amount of any asset or liability or item of income or expense is said to be “of”, “to” or “attributable to” the Domestic Subsidiaries, such phrase means of, to or attributable to the Domestic Subsidiaries disregarding any interest of the Domestic Subsidiaries in, any amount received or receivable by the Domestic Subsidiaries from, and any assets or liabilities of, the Foreign Subsidiaries of the Domestic Subsidiaries.
Domestic Subsidiaries. At any time that any Credit Party forms, creates or otherwise acquires any Domestic Subsidiary that is part of the "transit" segment of the Borrower's business, such Credit Party shall (i) notify the Administrative Agent within 10 days thereof and (ii) within 30 days thereof, (A) cause such Domestic Subsidiary to become a Guarantor by execution of a Joinder Agreement, (B) cause such Domestic Subsidiary to deliver with the Joinder Agreement such supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of counsel as the Administrative Agent may reasonably request, and (C) deliver stock certificates and related pledge agreements or pledge joinder agreements (in form and substance satisfactory to the Administrative Agent) evidencing the pledge of 100% of the Capital Stock of such Domestic Subsidiary as security for the Obligations, together with undated stock transfer powers executed in blank.
Domestic Subsidiaries. Permit any Domestic Subsidiary to be a non-Wholly-Owned Subsidiary or permit any Material Domestic Subsidiary to be a Non-Guarantor Subsidiary.
Domestic Subsidiaries. On the Closing Date, Schedule 4 sets forth a true and complete list of the Domestic Subsidiaries.
Domestic Subsidiaries. Except as permitted pursuant to Section 9.4, the Borrower shall not sell, liquidate or dissolve any domestic Subsidiary without the prior written consent of the Bank.
