Joinder of Subsidiaries as Guarantors. Promptly notify the Administrative Agent of the formation, acquisition (or other receipt of interests) or existence of any Domestic Subsidiary that is not a Guarantor (other than a non-Wholly Owned Subsidiary invested in pursuant to Section 8.02(k) (unless such Subsidiary shall guarantee or provide Support Obligations in respect of any material Indebtedness (other than the Obligations) of the Borrower or another Subsidiary), or an Immaterial Subsidiary), which notice shall include information as to the jurisdiction of organization, the number and class of Capital Stock outstanding and ownership thereof (including options, warrants, rights of conversion or purchase relating thereto), and with respect to any such Subsidiary, within thirty (30) days (or up to ten (10) days later if the Administrative Agent, in its sole discretion, shall agree thereto in writing) of the formation, acquisition or other receipt of interests thereof, cause the joinder of such Subsidiary as a Guarantor pursuant to Joinder Agreements (or such other documentation in form and substance reasonably acceptable to the Administrative Agent) accompanied by Organization Documents, take all actions necessary to create and perfect a security interest in its assets to the extent required by the Security Agreement or Pledge Agreement and, if reasonably requested by the Administrative Agent, deliver favorable opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, if an Immaterial Subsidiary shall become a Material Subsidiary, such Subsidiary shall thereupon comply with the foregoing.
Joinder of Subsidiaries as Guarantors. At the Borrower’s expense, subject to the limitations and exceptions of this Credit Agreement, including the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon the formation or acquisition of any new direct or indirect wholly owned Material Domestic Subsidiary (in each case, other than an Excluded Subsidiary) by any Credit Party or the designation in accordance with Section 7.14 of any existing direct or indirect wholly owned Material Domestic Subsidiary as a Restricted Subsidiary (in each case, other than an Excluded Subsidiary) or any Subsidiary becoming a wholly owned Material Domestic Subsidiary (in each case, other than an Excluded Subsidiary):
(i) within 30 days after such formation, acquisition or cessation, or such longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Material Domestic Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent a Joinder Agreement, joinders to the Security Agreement, Intellectual Property Security Agreements, a counterpart of the Intercompany Note and other security agreements and documents as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement, other than, in each case, with respect to any Excluded Property;
(B) cause each such Material Domestic Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement (and the parent of each such Material Domestic Subsidiary that is a Guarantor) to deliver any and all certificates representing Capital Stock (to the extent certificated) and intercompany notes (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement or the Security Agreement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank;
(C) take and cause such Material Domestic Subsidiary that is required to become a Guarantor pursuant...
Joinder of Subsidiaries as Guarantors. (a) With respect to the formation, acquisition (or other receipt of interests) or existence of any Subsidiary that is not required to become a Guarantor, notify the Administrative Agent of such formation, acquisition (or other receipt of interests) or existence of any such Subsidiary, togetherTogether and simultaneously with its delivery of a Compliance Certificate pursuant to Section 7.02(b), deliver a written notice setting forth a list (the “New Guarantor List”) of all Subsidiaries that would be required to become Guarantors pursuant to Section 7.12(b)(I) or 7.12(b)(II) below which were formed, acquired (or other interests received), brought into existence (including, without limitation, upon the formation of any such Subsidiary resulting from a division of a limited liability company) or that ceased to constitute Excluded Subsidiaries, in each case during the period covered by the financial statements attached to such Compliance Certificate (it being understood that with respect to the annual financial statements, the fourth quarter of such year is the period referenced in this clause (a)), which notice shall include information as to the jurisdiction of organization, the number and class of Capital Stock outstanding and ownership thereof (including options, warrants, rights of conversion or purchase relating thereto). Together with each delivery of the Compliance Certificate required to be delivered within five (5) Business Days of the delivery of financial statements pursuant to Section 7.01(a), (i) in the case of the Compliance Certificate being delivered in connection with such financial statements covering the period ending December 31, 2021, deliver a list of all Subsidiaries that constituted Excluded Subsidiaries as of the last day of the period covered by such financial statements and (ii) in the case of each other Compliance Certificate, deliver a list of all Subsidiaries that became Excluded Subsidiaries during the period covered by such financial statements.
(b) With respect to the formation, acquisition (or other receipt of interests) or existence (including, without limitation, upon the formation of any Subsidiary resulting from a division of a limited liability company) of any Subsidiary that is not an Excluded Subsidiary (and with respect to any Subsidiary that ceases to be an Excluded Subsidiary), (I) in the case of any such Subsidiary that would constitute a Material Subsidiary (solely for the purposes of this clause (I), without givin...
Joinder of Subsidiaries as Guarantors. (a) The Borrower will promptly notify the Administrative Agent of (i) the formation, acquisition or existence of any wholly-owned Subsidiary (other than any such Subsidiary that is an Excluded Subsidiary) or (ii) a Subsidiary ceasing to be an Excluded Subsidiary, together with information relating to such Subsidiary (type and jurisdiction of organization, taxpayer identification number and address information).
(b) Within 60 days of the formation, acquisition or existence thereof or the date such entity ceases to be an Excluded Subsidiary, the Borrower shall (i) cause such Subsidiary (excluding any Excluded Subsidiary) to give a Guaranty, together with certified copies of the organizational documents, resolutions, governing documents and incumbency and favorable opinions of counsel, each in form and substance reasonably satisfactory to the Administrative Agent.
Joinder of Subsidiaries as Guarantors. If (x) the conditions for the release of Guarantors (other than EWI) set forth in Section 4.09 have not been satisfied and (y) a Domestic Subsidiary that is not a Guarantor hereunder (each a “Non-Guarantor Domestic Subsidiary”) shall at any time: (a) in any case (considered with its Subsidiaries on a consolidated basis) represent more than 10% of consolidated revenues for the Consolidated Group (in each such case determined as of the end of each fiscal quarter for the period of four consecutive fiscal quarters then ended), or (b) together with all other such Non-Guarantor Domestic Subsidiaries as a group, represent more than 30% of the consolidated revenues for the Consolidated Group NYDOCS02/1161559.5 113
Joinder of Subsidiaries as Guarantors. Promptly notify the Administrative Agent of the formation, acquisition (or other receipt of interests) or existence of any Domestic Subsidiary that is not a Guarantor (other than a non-Wholly Owned Subsidiary invested in pursuant to Section 8.02(k) (unless such Subsidiary shall guarantee or provide Support Obligations in respect of any material Indebtedness (other than the Obligations) of the Borrower or another Subsidiary), or an Immaterial Subsidiary), which notice shall include information as to the jurisdiction of organization, the number and class of Capital Stock outstanding and ownership thereof (including options, warrants, rights of conversion or purchase relating thereto), and with respect to any such Subsidiary, within thirty (30) days but in no event prior to the Spin-Off Date (or up to ten (10) days later, if the Administrative Agent, in its sole discretion, shall agree thereto in writing) of the formation, acquisition or other receipt of interests thereof, cause the joinder of such Subsidiary as a Guarantor pursuant to Joinder Agreements (or such other documentation in form and substance reasonably acceptable to the Administrative Agent) accompanied by Organization Documents, take all actions necessary to create and perfect a security interest in its assets to the extent required by the Security Agreement or Pledge Agreement and, if reasonably requested by the Administrative Agent, deliver favorable opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, if an Immaterial Subsidiary shall become a Material Subsidiary, such Subsidiary shall thereupon comply with the foregoing.
Joinder of Subsidiaries as Guarantors. Promptly notify the Administrative Agent of the formation, acquisition (or other receipt of interests) or existence of any Domestic Subsidiary that holds assets in excess of $100,000, which notice shall include information as to the jurisdiction of organization, the number and class of Capital Stock outstanding and ownership thereof (including options, warrants, rights of conversion or purchase relating thereto), and with respect to any such Subsidiary that is a Domestic Subsidiary, within thirty (30) days of the formation, acquisition or other receipt of interests thereof, cause the joinder of such Subsidiary as a Guarantor pursuant to Joinder Agreements (or such other documentation in form and substance reasonably acceptable to the Administrative Agent) accompanied by Organization Documents and favorable opinions of counsel to such Credit Party, in form and substance reasonably satisfactory to the Administrative Agent.
Joinder of Subsidiaries as Guarantors. Negative Covenants
Joinder of Subsidiaries as Guarantors. Promptly notify the Administrative Agent if any of the Borrower’s Subsidiaries, including any Subsidiary that the Borrower or any of its Subsidiaries may organize, acquire or otherwise invest in after the date hereof, that is not a Guarantor guarantees or becomes otherwise obligated under any of the Existing Senior Notes or any Additional Notes, and as soon as practicable (and in no event more than ten (10) days) thereafter cause the joinder of such Subsidiary as a Guarantor pursuant to a Joinder Agreement (or such other documentation in form and substance reasonably acceptable to the Administrative Agent) accompanied by Organization Documents and, if reasonably requested by the Administrative Agent and to the extent delivered to any holder of such Existing Senior Notes or Additional Notes, favorable opinions of counsel to such Credit Party, in form and substance reasonably satisfactory to the Administrative Agent.
Joinder of Subsidiaries as Guarantors. Promptly notify the Administrative Agent of the formation, acquisition (or other receipt of interests) or existence of any Domestic Subsidiary that is not a Guarantor (other than an Excluded Domestic Subsidiary) that holds assets in excess of $50 million individually and, together with all other Domestic Subsidiaries (other than Excluded Domestic Subsidiaries) that are not Guarantors, $100 million, which notice shall include information as to the jurisdiction of organization, the number and class of Capital Stock outstanding and ownership thereof (including options, warrants, rights of conversion or purchase relating thereto), and with respect to any such Subsidiary that is a Domestic Subsidiary and a United States person under Section 7701(a)(30) of the Internal Revenue Code, within ninety (90) days of the formation, acquisition or other receipt of interests thereof, cause the joinder of such Subsidiary as a Guarantor pursuant to Joinder Agreements (or such other documentation in form and substance reasonably acceptable to the Administrative Agent) accompanied by Organization Documents and, if reasonably requested by the Administrative Agent, favorable opinions of counsel to such Credit Party, in form and substance reasonably satisfactory to the Administrative Agent.
