Common use of Domestic Subsidiaries and Holdings Clause in Contracts

Domestic Subsidiaries and Holdings. (i) In the event that (x) any Person becomes a Domestic Subsidiary of Holdings or any other Loan Party, or (y) any Loan Party or any of their Subsidiaries, divides or splits itself or an existing Subsidiary otherwise creates a new Domestic Subsidiary, then within twenty (20) days after such event (or such later date agreed by the Administrative Agent (in its sole discretion)) the Loan Parties shall (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the applicable Collateral Documents by executing and delivering to the Agents and the Lenders a joinder or Counterpart Agreement to this Agreement, the Intercreditor and Subordination Agreements and all other applicable Subsidiary Accession Requirements, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such formalities, opinions, documents, instruments, agreements, and certificates and other requirements as are similar to those described in, in each case, as applicable, Schedule E to the Reaffirmation and Omnibus Amendment Agreement, ‎Section 3.01 and Section 6.26 of this Agreement delivered with respect to Domestic Subsidiaries on the Closing Date (or required to be delivered as part of the post-closing obligations described in Section 6.26), or that are requested by the Agents or the Lenders and necessary or desirable to protect, evidence or perfect the security interest of the Collateral Agent in a manner similar to the Liens and assets granted by the existing Loan Parties under the existing Collateral Documents and/or to comply with the Collateral and Guarantee Requirements and/or the applicable Intercreditor and Subordination Agreements or as are necessary or desirable to evidence, grant or perfect a First Priority Lien in such assets in favor of Collateral Agent, for the benefit of the Lenders. (ii) Within the time periods set forth in Schedule B to the Merger Consent (or such later date agreed by the Administrative Agent (in its sole discretion)), Holdings and the other Loan Parties shall take the actions described in Exhibit B of the Merger Consent and take such actions and execute and deliver, or cause to be executed and delivered, all formalities, opinions, documents, instruments, agreements, and certificates and other requirements as are similar to those described in Schedule E to the Reaffirmation and Omnibus Amendment Agreement, ‎Section 3.01 and Section 6.26 of this Agreement delivered with respect to the Loan Parties on the Closing Date (or required to be delivered as part of the post-closing obligations described in Section 6.26), or that are requested by the Agents or the Lenders and necessary or desirable to protect, evidence or perfect the security interest of the Collateral Agent in a manner similar to the Liens and assets granted by the existing Loan Parties under the existing Collateral Documents and/or to comply with the Collateral and Guarantee Requirement either by executing and delivering to the Agents a counterpart or supplement to the existing Security Documents and the Intercreditor and Subordination Agreements and/or such other new documents, power, certificates, registrations, filings, instruments or agreements, as are necessary or desirable to evidence, grant or perfect a First Priority Lien in such assets in favor of Collateral Agent, for the benefit of the Lenders and Secured Parties.

Domestic Subsidiaries and Holdings. (i) In the event that (x) any Person becomes a Domestic Subsidiary of Holdings or any other Loan Party, or (y) any Loan Party or any of their Subsidiaries, divides or splits itself or an existing Subsidiary otherwise creates a new Domestic Subsidiary, then within twenty (20) days after such event (or such later date agreed by the Administrative Agent (in its sole discretion)) the Loan Parties shall (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the applicable Collateral Documents by executing and delivering to the Agents and the Lenders a joinder or Counterpart Agreement to this Agreement, the Intercreditor and Subordination Agreements and all other applicable Subsidiary Accession Requirements, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such formalities, opinions, documents, instruments, agreements, and certificates and other requirements as are similar to those described in, in each case, as applicable, Schedule E to the Reaffirmation and Omnibus Amendment Agreement, ‎Section Section 3.01 and Section 6.26 of this Agreement delivered with respect to Domestic Subsidiaries on the Closing Date (or required to be delivered as part of the post-closing obligations described in Section 6.26), or that are requested by the Agents or the Lenders and necessary or desirable to protect, evidence or perfect the security interest of the Collateral Agent in a manner similar to the Liens and assets granted by the existing Loan Parties under the existing Collateral Documents and/or to comply with the Collateral and Guarantee Requirements and/or the applicable Intercreditor and Subordination Agreements or as are necessary or desirable to evidence, grant or perfect a First Priority Lien in such assets in favor of Collateral Agent, for the benefit of the Lenders. (ii) Within the time periods set forth in Schedule B to the Merger Consent (or such later date agreed by the Administrative Agent (in its sole discretion)), Holdings and the other Loan Parties shall take the actions described in Exhibit B of the Merger Consent and take such actions and execute and deliver, or cause to be executed and delivered, all formalities, opinions, documents, instruments, agreements, and certificates and other requirements as are similar to those described in Schedule E to the Reaffirmation and Omnibus Amendment Agreement, ‎Section Section 3.01 and Section 6.26 of this Agreement delivered with respect to the Loan Parties on the Closing Date (or required to be delivered as part of the post-closing obligations described in Section 6.26), or that are requested by the Agents or the Lenders and necessary or desirable to protect, evidence or perfect the security interest of the Collateral Agent in a manner similar to the Liens and assets granted by the existing Loan Parties under the existing Collateral Documents and/or to comply with the Collateral and Guarantee Requirement either by executing and delivering to the Agents a counterpart or supplement to the existing Security Documents and the Intercreditor and Subordination Agreements and/or such other new documents, power, certificates, registrations, filings, instruments or agreements, as are necessary or desirable to evidence, grant or perfect a First Priority Lien in such assets in favor of Collateral Agent, for the benefit of the Lenders and Secured Parties.

Domestic Subsidiaries and Holdings. (i) In the event that (x) any Person becomes a Domestic Subsidiary of Holdings or any other Loan Party, or (y) any Loan Party or any of their Subsidiaries, limited liability companies, other entities or other Persons divides or splits itself or an existing Subsidiary otherwise creates a new Domestic Subsidiary, then within twenty (20) days after such event (or such later date agreed by the Administrative Agent (in its sole discretion)) the Loan Parties shall (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the applicable Collateral Documents by executing and delivering to the Agents Administrative Agent and the Lenders a joinder or Counterpart Agreement to this Agreement, the Intercreditor and Subordination Agreements and all other applicable Subsidiary Accession Requirements, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all Subsidiary Accession Requirements, and all such formalities, opinions, documents, instruments, agreements, and certificates and other requirements as are similar to those described in, in (in each case, as applicable), Schedule E to the Reaffirmation and Omnibus Amendment Agreement, ‎Section Section 3.01 and Section 6.26 of this Agreement delivered with respect to Domestic Subsidiaries on the Closing Date (or required to be delivered as part of the post-closing obligations described in Section 6.26), or that are requested by the Agents or the Lenders and necessary or desirable to protect, evidence or perfect the security interest of the Collateral Agent in a manner similar to the Liens and assets granted by the existing Loan Parties under the existing Collateral Documents and/or to comply with the Collateral and Guarantee Requirements and/or Requirement either by executing and delivering to the applicable Intercreditor and Subordination Agreements Agents a counterpart or supplement to the existing Security Documents or such new documents as are necessary or desirable to evidence, grant or perfect a First Priority Lien in such assets in favor of Collateral Agent, for the benefit of the LendersLenders (including, without limitation, any pledges of Equity Interests (other than with respect to Excluded Assets), any counterparts or joinders to the Intercompany Subordination Agreement, together with any powers, certificates, registrations, filings, control agreements, intellectual property security agreements, local law Mortgages, security documents, Collateral Documents and/or equivalents required in connection therewith). (ii) Within the time periods set forth in Schedule B to the Merger Consent (or such later date agreed by the Administrative Agent (in its sole discretion)), Holdings and the other Loan Parties shall take the actions described in Exhibit B of the Merger Consent and take such actions and execute and deliver, or cause to be executed and delivered, all formalities, opinions, documents, instruments, agreements, and certificates and other requirements as are similar to those described in Schedule E to the Reaffirmation and Omnibus Amendment Agreement, ‎Section Section 3.01 and Section 6.26 of this Agreement delivered with respect to the Loan Parties on the Closing Date (or required to be delivered as part of the post-closing obligations described in Section 6.26), or that are requested by the Agents or the Lenders and necessary or desirable to protect, evidence or perfect the security interest of the Collateral Agent in a manner similar to the Liens and assets granted by the existing Loan Parties under the existing Collateral Documents and/or to comply with the Collateral and Guarantee Requirement either by executing and delivering to the Agents a counterpart or supplement to the existing Security Documents and the Intercreditor and Subordination Agreements and/or or such other new documents, power, certificates, registrations, filings, instruments or agreements, documents as are necessary or desirable to evidence, grant or perfect a First Priority Lien in such assets in favor of Collateral Agent, for the benefit of the Lenders (including, without limitation, any pledges of Equity Interests in the Borrower or and Secured Partiesother Equity Interests (other than with respect to Excluded Assets), any counterparts or joinders to the Intercompany Subordination Agreement, together with any powers, certificates, registrations, filings, control agreements, intellectual property security agreements, local law Mortgages, security documents, Collateral Documents and/or equivalents required in connection therewith).