Common use of Guarantors, Joinder Agreements Clause in Contracts

Guarantors, Joinder Agreements. Promptly inform the Agent of the creation or acquisition of any Subsidiary of any Credit Party or the commencement of any business operations by any Inactive Subsidiary after the Closing Date and, within thirty (30) days after the written request of the Agent delivered in accordance with Section 10.2 below, cause (a) each such Subsidiary that is a Domestic Subsidiary or created under the laws of Canada to become a Guarantor by execution and delivery to the Agent, for the ratable benefit of the Lenders, of a Guaranty or a Joinder Agreement (if a Joinder Agreement is requested by the Agent in lieu of a Guaranty), (b) a first priority perfected security interest (subject to the terms of the First Lien Intercreditor Agreement) to be granted to the Collateral Agent, for the ratable benefit of the Lenders, in all of the Equity Interests of such Subsidiary owned by any Credit Party or any of its other Subsidiaries if such newly acquired or created Subsidiary or previously Inactive Subsidiary is a Domestic Subsidiary or created under the laws of Canada, or if such newly acquired or created Subsidiary or previously Inactive Subsidiary is not a Domestic Subsidiary or a Subsidiary created under the laws of Canada, then not more than sixty-five percent (65%) of all issued and outstanding Equity Interests of such Subsidiary shall be pledged as Collateral pursuant to the foregoing pledge requirement for Equity Interests, (c) cause each such Subsidiary that is a Domestic Subsidiary or created under the laws of Canada to grant to the Collateral Agent a security interest securing the Obligations, for the ratable benefit of the Lenders (subject only to (i) the First Lien Intercreditor Agreement, (ii) Liens permitted under Sections 7.2(b) and (e) as to Accounts and Permitted Investment Securities which do not have priority over the Lien of the Collateral Agent for the ratable benefit of the Lenders, (ii) Liens permitted under Section 7.2 as to all other Collateral which do not have priority over the Lien of the Collateral Agent for the ratable benefit of the Lenders, and (iii) purchase money Liens existing as of the date of acquisition by Borrower or any other Subsidiary of the Borrower of such newly acquired Subsidiary, if applicable) in all Accounts, Inventory, Equipment, general intangibles and other tangible and intangible personal Property owned at any time by such Subsidiary and all products and proceeds thereof (subject to similar exceptions as set forth in the Security Documents), and (d) cause such Subsidiary to deliver to the Agent such related certificates, legal opinions and documents (including Organizational Documents) as the Agent may reasonably require; provided, however, that any Subsidiary that is not a Domestic Subsidiary or created under the laws of Canada shall not be required to become a Guarantor or grant any Liens hereunder. To the extent reasonably feasible, all of the foregoing requirements shall be affected by the execution and delivery of a Joinder Agreement in a form acceptable to the Agent.

Guarantors, Joinder Agreements. Promptly inform the Agent of the creation or acquisition of any Subsidiary of any Credit Party or the commencement of any business operations by any Inactive Subsidiary after the Closing Date and, within thirty (30) days after the written request of the Agent delivered in accordance with Section 10.2 below, cause (a) each such Subsidiary that is a Domestic Subsidiary or created under the laws of Canada to become a Guarantor by execution and delivery to the Agent, for the ratable benefit of the Lenders, of a Guaranty or a Joinder Agreement (if a Joinder Agreement is requested by the Agent in lieu of a Guaranty), (b) a first priority perfected security interest (pari passu with a first priority security interest securing the Term Loan Debt in accordance with and subject to the terms of the First Lien Intercreditor Agreement) to be granted to the Collateral Agent, for the ratable benefit of the Lenders, Agent in all of the Equity Interests of such Subsidiary owned by any Credit Party or any of its other Subsidiaries if such newly acquired or created Subsidiary or previously Inactive Subsidiary is a Domestic Subsidiary or created under the laws of Canada, or if such newly acquired or created Subsidiary or previously Inactive Subsidiary is not a Domestic Subsidiary or a Subsidiary created under the laws of Canada, then not more than sixty-five percent (65%) of all issued and outstanding Equity Interests of such Subsidiary shall be pledged as Collateral pursuant to the foregoing pledge requirement for Equity Interests, (c) cause each such Subsidiary that is a Domestic Subsidiary or created under the laws of Canada to grant to the Collateral Agent a security interest securing the Obligations, for Obligations that is pari passu with a first priority security interest securing the ratable benefit Term Loan Debt in accordance with and subject to the terms of the Lenders First Lien Intercreditor Agreement (subject only to (i) the First Lien Intercreditor Agreement, (ii) Liens permitted under Sections 7.2(b) and (e) as to Accounts and Permitted Investment Securities which do not have priority over the Lien of the Collateral Agent for the ratable benefit of the LendersAgent, (ii) Liens permitted under Section 7.2 as to all other Collateral which do not have priority over the Lien of the Collateral Agent for the ratable benefit of the LendersAgent, and (iii) purchase money Liens existing as of the date of acquisition by Borrower or any other Subsidiary of the Borrower of such newly acquired Subsidiary, if applicable) in all Accounts, Inventory, Equipment, general intangibles and other tangible and intangible personal Property and all real Property owned at any time by such Subsidiary and all products and proceeds thereof (subject to similar exceptions as set forth in the Security Documents), and (d) cause such Subsidiary to deliver to the Agent such related certificates, legal opinions and documents (including Organizational Documents) as the Agent may reasonably require; provided, however, that any Subsidiary that is not a Domestic Subsidiary or created under the laws of Canada shall not be required to become a Guarantor or grant any Liens hereunder. To the extent reasonably feasible, all of the foregoing requirements shall be affected by the execution and delivery of a Joinder Agreement in a form acceptable to the Agent.

Guarantors, Joinder Agreements. Promptly inform the Administrative Agent of the creation or acquisition of any Subsidiary of any Credit Party or the commencement of any business operations by any Inactive Subsidiary after the Closing Date and, within thirty (30) days after the written request of the Administrative Agent delivered in accordance with Section 10.2 below, cause (a) each such Subsidiary that is a Domestic Subsidiary or created under the laws of Canada to become a Guarantor of the Obligations by execution and delivery to the Administrative Agent, for the ratable benefit of the Lenders, of a Guaranty or a Joinder Agreement (if a Joinder Agreement is requested by the Administrative Agent in lieu of a Guaranty), (b) each such Subsidiary that is a first priority perfected security interest (subject Canadian Subsidiary to become a Guarantor of the Canadian Obligations by execution and delivery to the terms of the First Lien Intercreditor Agreement) to be granted to the Collateral Canadian Administrative Agent, for the ratable benefit of the Canadian Lenders, of a Guaranty or a Joinder Agreement (if a Joinder Agreement is requested by the Administrative Agent in lieu of a Guaranty), (c) a first priority perfected security interest (pari passu with a first priority security interest securing the Term Loan Debt in accordance with and subject to the terms of the Intercreditor Agreement) securing the Obligations to be granted to the US Collateral Agent in all of the Equity Interests of each such Domestic Subsidiary owned by any US Credit Party or any of its other Subsidiaries if such newly acquired or created Subsidiary or previously Inactive Subsidiary is a Domestic Subsidiary or created under the laws of CanadaSubsidiary, or if such newly acquired or created Subsidiary or previously Inactive Subsidiary is not a Domestic Subsidiary or a Subsidiary created under the laws of CanadaSubsidiary, then not more than sixty-five percent (65%) of all issued and outstanding Equity Interests of such Subsidiary shall be pledged as Collateral to the US Collateral Agent by each applicable US Credit Party pursuant to the foregoing pledge requirement for Equity Interests, (cd) a first priority perfected security interest securing the Canadian Obligations to be granted to the Canadian Collateral Agent in all of the Equity Interests of each such Canadian Subsidiary owned by any Canadian Credit Party or any of its other Subsidiaries, (e) cause each such Subsidiary that is a Domestic Subsidiary or created under the laws of Canada to grant to the US Collateral Agent a security interest securing the Obligations, for Obligations that is pari passu with a first priority security interest securing the ratable benefit Term Loan Debt in accordance with and subject to the terms of the Lenders Intercreditor Agreement (subject only to (i) the First Lien Intercreditor Agreement, (ii) Liens permitted under Sections 7.2(b) and (e) as to Accounts and Permitted Investment Securities which do not have priority over the Lien of the US Collateral Agent for the ratable benefit of the LendersAgent, (ii) Liens permitted under Section 7.2 as to all other Collateral which do not have priority over the Lien of the US Collateral Agent for the ratable benefit of the LendersAgent, and (iii) purchase money Liens existing as of the date of acquisition by the US Borrower or any other Domestic Subsidiary of the US Borrower of such newly acquired Subsidiary, if applicable) in all Accounts, Inventory, Equipment, general intangibles and other tangible and intangible personal Property and all real Property owned at any time by such Subsidiary and all products and proceeds thereof (subject to similar exceptions as set forth in the Security Documents), (f) cause each such Subsidiary that is a Canadian Subsidiary to grant to the Canadian Collateral Agent a security interest securing the Canadian Obligations (subject only to (i) Liens permitted under Sections 7.2(b) and (e) as to Accounts and Permitted Investment Securities which do not have priority over the Lien of the Canadian Collateral Agent, (ii) Liens permitted under Section 7.2 as to all other Collateral which do not have priority over the Lien of the Canadian Collateral Agent, and (iii) purchase money Liens existing as of the date of acquisition by the Canadian Borrower or any other Canadian Subsidiary of the Canadian Borrower of such newly acquired Subsidiary, if applicable) in all Accounts, Inventory, Equipment, general intangibles and other tangible and intangible personal Property and all real Property owned at any time by such Subsidiary and all products and proceeds thereof (subject to similar exceptions as set forth in the Security Documents), and (dg) cause such Subsidiary to deliver to the Agent such related certificates, legal opinions and documents (including Organizational Documents) as the Agent may reasonably require; provided, however, that any Subsidiary that is not a Domestic Subsidiary or created under the laws of Canada a Canadian Subsidiary shall not be required to become a Guarantor or grant any Liens hereunder. To the extent reasonably feasible, all of the foregoing requirements shall be affected by the execution and delivery of a Joinder Agreement in a form acceptable to the Applicable Agent.

Guarantors, Joinder Agreements. Promptly inform the Agent of the creation or acquisition of any Subsidiary of any Credit Party or the commencement of any business operations by any Inactive Subsidiary after the Closing Date and, within thirty (30) days after the written request of the Agent delivered in accordance with Section 10.2 below, cause (a) each such Subsidiary that is a Domestic Subsidiary or created under the laws of Canada to become a Guarantor by execution and delivery to the Agent, for the ratable benefit of the Lenders, of a Guaranty or a Joinder Agreement (if a Joinder Agreement is requested by the Agent in lieu of a Guaranty), (b) a first priority perfected security interest (subject to the terms of the First Lien Intercreditor Agreement) to be granted to the Collateral Agent, for the ratable benefit of the Lenders, in all of the Equity Interests of such Subsidiary owned by any Credit Party or any of its other Subsidiaries if such newly acquired or created Subsidiary or previously Inactive Subsidiary is a Domestic Subsidiary or created under the laws of CanadaSubsidiary, or if such newly acquired or created Subsidiary or previously Inactive Subsidiary is not a Domestic Subsidiary or a Subsidiary created under the laws of CanadaSubsidiary, then not more than sixty-five percent (65%) of all issued and outstanding Equity Interests of such Subsidiary shall be pledged as Collateral pursuant to the foregoing pledge requirement for Equity Interests, (c) cause each such Subsidiary that is a Domestic Subsidiary or created under the laws of Canada to grant to the Collateral Agent a security interest securing the Obligations, for the ratable benefit of the Lenders (subject only to (i) the First Lien Intercreditor Agreement, (ii) Liens permitted under Sections 7.2(b) and (e) as to Accounts and Permitted Investment Securities which do not have priority over the Lien of the Collateral Agent for the ratable benefit of the Lenders, (ii) Liens permitted under Section 7.2 as to all other Collateral which do not have priority over the Lien of the Collateral Agent for the ratable benefit of the Lenders, and (iii) purchase money Liens existing as of the date of acquisition by Borrower or any other Subsidiary of the Borrower of such newly acquired Subsidiary, if applicable) in all Accounts, Inventory, Equipment, general intangibles and other tangible and intangible personal Property owned at any time by such Subsidiary and all products and proceeds thereof (subject to similar exceptions as set forth in the Security Documents), and (d) cause such Subsidiary to deliver to the Agent such related certificates, legal opinions and documents (including Organizational Documents) as the Agent may reasonably require; provided, however, that any Subsidiary that is not a Domestic Subsidiary or created under the laws of Canada shall not be required to become a Guarantor or grant any Liens hereunder. To the extent reasonably feasible, all of the foregoing requirements shall be affected by the execution and delivery of a Joinder Agreement in a form acceptable to the Agent.

Guarantors, Joinder Agreements. Promptly inform the Agent Lender of the creation or acquisition of any Subsidiary of any Credit Party or the commencement of any business operations by any Inactive Subsidiary after the Loan B Closing Date and, within thirty (30) days after the written request of the Agent Lender delivered in accordance with Section 10.2 9.2 below, cause (a) each such Subsidiary that is a Domestic Subsidiary or created under the laws of Canada to become a Guarantor by execution and delivery to the Agent, for the ratable benefit of the LendersLender, of a Guaranty or a Joinder Agreement (if a Joinder Agreement is requested by the Agent Lender in lieu of a Guaranty), (b) a first priority perfected security interest (subject subject, as to priority, only to the terms Liens of the First Lien Intercreditor AgreementCollateral Documents and other Liens permitted under Section 7.2(c)) to be granted to the Collateral Agent, for the ratable benefit of the Lenders, Lender in all of the Equity Interests of such Subsidiary owned by any Credit Party or any of its other Subsidiaries if such newly acquired or created Subsidiary or previously Inactive Subsidiary is a Domestic Subsidiary or created under the laws of Canada, or if such newly acquired or created Subsidiary or previously Inactive Subsidiary is not a Domestic Subsidiary or a Subsidiary created under the laws of Canada, then not more than sixty-five percent (65%) of all issued and outstanding Equity Interests of such Subsidiary shall be pledged as Collateral pursuant to the foregoing pledge requirement for Equity Interests, (c) cause each such Subsidiary that is a Domestic Subsidiary or created under the laws of Canada to grant to the Collateral Agent Lender a security interest securing the Obligations, for the ratable benefit of the Lenders (subject only to (i) the Liens of the First Lien Intercreditor Agreement, Collateral Documents; (ii) Liens permitted under Sections 7.2(b) and (e) as to Accounts and Permitted Investment Securities which do not have priority over the Lien of the Collateral Agent for the ratable benefit of the LendersLender, (iiiii) Liens permitted under Section 7.2 as to all other Collateral which do not have priority over the Lien of the Collateral Agent for the ratable benefit of the LendersLender, and (iiiiv) purchase money Liens existing as of the date of acquisition by Borrower or any other Subsidiary of the Borrower of such newly acquired Subsidiary, if applicable) in all Accounts, Inventory, Equipment, general intangibles and other tangible and intangible personal Property and all real Property owned at any time by such Subsidiary and all products and proceeds thereof (subject to similar exceptions as set forth in the Security Documents), and (d) cause such Subsidiary to deliver to the Agent Lender such related certificates, legal opinions and documents (including Organizational Documents) as the Agent Lender may reasonably require; provided, however, that any Subsidiary that is not a Domestic Subsidiary or created under the laws of Canada shall not be required to become a Guarantor or grant any Liens hereunder. To the extent reasonably feasible, all of the foregoing requirements shall be affected by the execution and delivery of a Joinder Agreement in a form acceptable to the AgentLender.

Guarantors, Joinder Agreements. Promptly inform the Agent of the ------------------------------ creation or acquisition of any Subsidiary of any Credit Party or the commencement of any business operations by any Inactive Subsidiary Borrower after the Closing Date and, within thirty (30) days after the written request of the Agent delivered in accordance with Section 10.2 belowexcept as hereinafter provided, promptly cause (a) each such Subsidiary that is a Domestic Subsidiary or created under the laws of Canada to become a Guarantor by execution and delivery to the Agent, for the ratable benefit of the LendersBanks, of a Guaranty or a Joinder Agreement (if a Joinder Agreement is requested by the Agent in lieu of a Guaranty), (b) a first priority perfected security interest (subject to the terms of the First Lien Intercreditor Agreement) to be granted to the Collateral Agent, for Agent in the ratable benefit requisite percentage of the Lenders, in all of the Equity Interests Stock of such Subsidiary owned by any Credit Party or any of its other Subsidiaries if such newly acquired or created Subsidiary or previously Inactive Subsidiary is a Domestic Subsidiary or created under the laws of Canada, or if such newly acquired or created Subsidiary or previously Inactive Subsidiary is not a Domestic Subsidiary or a Subsidiary created under the laws of Canada, then not more than sixty-five percent (65%) of all issued and outstanding Equity Interests of such Subsidiary shall be pledged as Collateral pursuant to one or more Pledge Agreements, as described in the foregoing pledge requirement for Equity Interestsdefinition of "Security Documents" set forth in Section 1.1 hereof, (c) cause each such Subsidiary that is a Domestic Subsidiary or created under the laws of Canada ----------- to grant to the Collateral Agent a first priority security interest securing the Obligations, for the ratable benefit of the Lenders (subject only to (i) the First Lien Intercreditor Agreement, (ii) Liens permitted under Sections 7.2(b) and (e) as to Accounts and Permitted Investment Securities which do not have priority over the Lien of the Collateral Agent for the ratable benefit of the Lenders, (ii) Liens permitted under Section 7.2 as to all other Collateral which do not have priority over the Lien of the Collateral Agent for the ratable benefit of the Lenders, and (iii) purchase money Liens existing as of the date of acquisition by Borrower or any other Subsidiary of the Borrower of such newly acquired Subsidiary, if applicable) in all AccountsReceivables, Inventoryinventory, Equipmentequipment, furniture, fixtures, chattel paper, documents, instruments, general intangibles and other tangible and intangible personal Property property and all real property owned at any time by such Subsidiary and all products and proceeds thereof (subject to similar exceptions as set forth in the Security Documents)thereof, and (d) cause such Subsidiary to execute and deliver to the Agent Agent, for the ratable benefit of the Banks, any applicable Security Documents required by the Agent, together with such related certificates, legal opinions and documents (including Organizational Documents) as the Agent may reasonably require; provided, however, that any Foreign -------- ------- Subsidiary that is not a Domestic Subsidiary or created under the laws of Canada shall not be required to become a Guarantor or grant any Liens hereunder, except for security interests in Stock as described in the definition of "Security Agreements" set forth in Section 1.1 hereof. To the extent reasonably feasible, all of the foregoing requirements shall be affected by the execution and delivery of a Joinder Agreement in a form acceptable to the Agent.-----------

Guarantors, Joinder Agreements. Promptly inform the Agent of the creation or acquisition of any Subsidiary of any Credit Party or the commencement of any business operations by any Inactive Subsidiary after the Closing Date and, within thirty (30) days after the written request of the Agent delivered in accordance with Section 10.2 below, cause (a) each such Subsidiary that is a Domestic Subsidiary or created under the laws of Canada to become a Guarantor by execution and delivery to the Agent, for the ratable benefit of the Lenders, of a Guaranty or a Joinder Agreement (if a Joinder Agreement is requested by the Agent in lieu of a Guaranty), (b) a first priority perfected security interest (subject to the terms of the First Lien Intercreditor Agreement) to be granted to the Collateral Agent, for the ratable benefit of the Lenders, in all of the Equity Interests of such Subsidiary owned by any Credit Party or any of its other Subsidiaries if such newly acquired or created Subsidiary or previously Inactive Subsidiary is a Domestic Subsidiary or created under the laws of Canada, or if such newly acquired or created Subsidiary or previously Inactive Subsidiary is not a Domestic Subsidiary or a Subsidiary created under the laws of Canada, then not more than sixty-five percent (65%) of all issued and outstanding Equity Interests of such Subsidiary shall be pledged as Collateral pursuant to the foregoing pledge requirement for Equity Interests, (c) cause each such Subsidiary that is a Domestic Subsidiary or created under the laws of Canada to grant to the Collateral Agent a security interest securing the Obligations, for the ratable benefit of the Lenders (subject only to (i) the First Lien Intercreditor Agreement, (ii) Liens permitted under Sections 7.2(b) and (e) as to Accounts and Permitted Investment Securities which do not have priority over the Lien of the Collateral Agent for the ratable benefit of the Lenders, (ii) Liens permitted under Section 7.2 as to all other Collateral which do not have priority over the Lien of the Collateral Agent for the ratable benefit of the Lenders, and (iii) purchase money Liens existing as of the date of acquisition by Borrower or any other Subsidiary of the Borrower of such newly acquired Subsidiary, if applicable) in all Accounts, Inventory, Equipment, general intangibles and other tangible and intangible personal Property owned at any time by such Subsidiary and all products and proceeds thereof (subject to similar exceptions as set forth in the Security Documents), and (d) cause such Subsidiary to deliver to the Agent such related certificates, legal opinions and documents (including Organizational Documents) as the Agent may reasonably require; provided, however, that any Subsidiary that is not a Domestic Subsidiary or created under the laws of Canada shall not be required to become a Guarantor or grant any Liens hereunder. To the extent reasonably feasible, all of the foregoing requirements shall be affected by the execution and delivery of a Joinder Agreement in a form acceptable to the Agent.Section