Common use of Joinder of Subsidiaries as Guarantors Clause in Contracts

Joinder of Subsidiaries as Guarantors. (a) With respect to the formation or acquisition (or other receipt of interests) (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), within sixty (60) days (or such longer period as the Administrative Agent may agree in its sole discretion) of the formation, acquisition, cessation, division or other receipt of interests of any such Subsidiary, (i) cause the joinder of such Subsidiary as a Guarantor of the Obligations pursuant to Joinder Agreements or such other documentation in form and substance reasonably acceptable to the Administrative Agent (and to provide to the Administrative Agent the Organization Documents of such Subsidiary to the extent requested by the Administrative Agent), (ii) take all actions necessary to create and perfect a security interest in favor of the Collateral Agent for the benefit of the applicable Secured Parties in its assets (subject to the limitations set forth in the applicable Collateral Documents), including (x) delivery to the Collateral Agent of all stock certificates evidencing the Capital Stock pledged pursuant to the Collateral Documents (to the extent certificated) owned by such Subsidiary, together with undated stock transfer powers executed in blank, (y) delivery to the Collateral Agent of all promissory notes owing to such Subsidiary and pledged pursuant to the Collateral Documents, together with undated allonges executed in blank, and (z) filing of the U.S. Pledge and Security Agreement (or a short-form version thereof) in the United States Patent and Trademark Office and/or the United States Copyright Office, as applicable, and UCC financing statements in such jurisdictions as may be necessary to so perfect such security interest (and, if applicable at any time prior to a U.S. Domestication, the filing of the Canadian Pledge and Security Agreement (or a notice thereof) in the Canadian Intellectual Property Office and PPSA financing statements in such jurisdictions as may be necessary to so perfect such security interest) and (iii) if reasonably requested by the Administrative Agent, deliver opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent.

Joinder of Subsidiaries as Guarantors. (a) With respect to the formation or 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) of any Subsidiary or that is not an ceased to constitute Excluded Subsidiary Subsidiaries, in each case during the period covered by the financial statements attached to such Compliance Certificate (and it being understood that with respect to any Subsidiary that ceases 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 an Excluded Subsidiary), delivered within sixty five (605) days (or such longer period as the Administrative Agent may agree in its sole discretion) Business Days of the formation, acquisition, cessation, division or other receipt delivery of interests of any such Subsidiaryfinancial statements pursuant to Section 7.01(a), (i) cause in the joinder of such Subsidiary as a Guarantor case of the Obligations pursuant to Joinder Agreements or Compliance Certificate being delivered in connection with such other documentation in form 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 substance reasonably acceptable to the Administrative Agent (and to provide to the Administrative Agent the Organization Documents of such Subsidiary to the extent requested by the Administrative Agent), (ii) take all actions necessary to create and perfect a security interest in favor of the Collateral Agent for the benefit of the applicable Secured Parties in its assets (subject to the limitations set forth in the applicable Collateral Documents)case of each other Compliance Certificate, including (x) delivery to the Collateral Agent deliver a list of all stock certificates evidencing Subsidiaries that became Excluded Subsidiaries during the Capital Stock pledged pursuant to the Collateral Documents (to the extent certificated) owned period covered by such Subsidiary, together with undated stock transfer powers executed in blank, (y) delivery to the Collateral Agent of all promissory notes owing to such Subsidiary and pledged pursuant to the Collateral Documents, together with undated allonges executed in blank, and (z) filing of the U.S. Pledge and Security Agreement (or a short-form version thereof) in the United States Patent and Trademark Office and/or the United States Copyright Office, as applicable, and UCC financing statements in such jurisdictions as may be necessary to so perfect such security interest (and, if applicable at any time prior to a U.S. Domestication, the filing of the Canadian Pledge and Security Agreement (or a notice thereof) in the Canadian Intellectual Property Office and PPSA financing statements in such jurisdictions as may be necessary to so perfect such security interest) and (iii) if reasonably requested by the Administrative Agent, deliver opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agentfinancial statements.

Joinder of Subsidiaries as Guarantors. (a) With respect to the formation or acquisition (or other receipt of interests) (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), within sixty (60) days (or such longer period as the Administrative Agent may agree in its sole discretion) of the formation, acquisition, cessation, division or other receipt of interests of any such Subsidiary, (i) cause the joinder of such Subsidiary as a Guarantor of the Obligations pursuant to Joinder Agreements or such other documentation in form and substance reasonably acceptable to the Administrative Agent (and to provide to the Administrative Agent the Organization Documents of such Subsidiary to the extent requested by the Administrative Agent), (ii) take all actions necessary to create and perfect a security interest in favor of the Collateral Agent for the benefit of the applicable Secured Parties in its assets (subject to the limitations set forth in the applicable Collateral Documents), including (x) delivery to the Collateral Agent of all stock certificates evidencing the Capital Stock pledged pursuant to the Collateral Documents (to the extent certificated) owned by such Subsidiary, together with undated stock transfer powers executed in blank, (y) delivery to the Collateral Agent of all promissory notes owing to such Subsidiary and pledged pursuant to the Collateral Documents, together with undated allonges executed in blank, and (z) filing of the U.S. Pledge and Security Agreement (or a short-form version thereof) in the United States Patent and Trademark Office and/or the United States Copyright Office, as applicable, and UCC financing statements in such jurisdictions as may be necessary to so perfect such security interest (and, if applicable at any time prior to a U.S. Domestication, the filing of the Canadian Pledge and Security Agreement (or a notice thereof) in the Canadian Intellectual Property Office and PPSA financing statements in such jurisdictions as may be necessary to so perfect such security interest) and (iii) if reasonably requested by the Administrative Agent, deliver opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent.