New Subsidiaries If Holdings, the Borrower or any Subsidiary Guarantor forms or acquires a new direct wholly-owned Subsidiary (other than any Excluded Subsidiary) or any Excluded Subsidiary ceases to be an Excluded Subsidiary, Holdings, the Borrower or such Subsidiary Guarantor agrees to, within sixty (60) days (or such longer period agreed to by the Administrative Agent in its reasonable discretion) following such acquisition or formation or cessation (i) to deliver to the Administrative Agent all certificates, if any, representing the Stock of such Subsidiary (accompanied by undated stock powers, duly endorsed in blank) to the extent required by the Pledge and Security Agreement, (ii) cause such Subsidiary to join (A) this Agreement by executing this Agreement (or a joinder hereto in form and substance reasonably acceptable to Administrative Agent) as a Guarantor and (B) the Pledge and Security Agreement pursuant to a joinder in form and substance reasonably satisfactory to Administrative Agent for the purposes of granting a security interest in such Subsidiary’s Collateral for the benefit of the Administrative Agent and the Secured Parties as additional security for the Obligations, (iv) at the request of the Administrative Agent, cause such Subsidiary to deliver documents of the type described in Section 3.1(c) with respect to such Subsidiary, (v) cause such Subsidiary (and the Loan Party that holds the Stock of such Subsidiary) to take all such further actions and execute all such further documents and instruments as required by the Pledge and Security Agreement and each other Security Document to duly perfected the Liens created by the Security Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent and delivery of certificates evidencing Stock pledged thereunder (accompanied by undated stock powers) and (vi) if reasonably requested by Administrative Agent, deliver to the Administrative Agent a customary opinion of counsel in form and substance reasonably acceptable to Administrative Agent, addressing, among other customary things, the due authorization, due execution and delivery and enforceability of the foregoing documents with respect to such Subsidiary. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the pledge of the Stock of any first-tier Foreign Subsidiary that is a CFC or any Foreign Holdco, if any, shall be limited to sixty-six percent (66%) of the Stock of any such Person entitled to vote (within the meaning of Treasury Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the non-voting Stock of any such Person.
Real Property Holding Company The Company is not a real property holding company within the meaning of Section 897 of the Code.
Additional Guarantors The Company shall cause each of its subsidiaries formed or acquired on or subsequent to the date hereof to become a Guarantor for all purposes of this Guarantee by executing and delivering an Assumption Agreement in the form of Annex 1 hereto.
Additional Guarantor Each additional Wholly Owned Subsidiary of Borrower which becomes a Subsidiary Guarantor pursuant to §5.5.
Additional Guaranties This Guaranty shall be in addition to any other guaranty or other security for the Obligations, and it shall not be prejudiced or rendered unenforceable by the invalidity of any such other guaranty or security.
Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Not a U.S. Real Property Holding Corporation The Acquiror Company is not and has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.
Investment Company; Public Utility Holding Company Neither the Company nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.
Holding Companies (a) In the case of Holdings, (i) conduct, transact or otherwise engage in any business or operations other than those incidental to its ownership of the Equity Interests of the Borrower and the performance of the Loan Documents, the ABL Loan Documents, the Second Lien Loan Documents, any Specified Refinancing Debt or any Specified Second Lien Refinancing Debt, (ii) incur any Indebtedness (other than (x) the First Lien Obligations, the ABL Obligations and the Second Lien Obligations, (y) intercompany Indebtedness incurred in lieu of Restricted Payments permitted under Section 7.06 and Indebtedness of the type described in Sections 7.03(i) through (m) (other than Section 7.03(k)(B)), 7.03(o) and 7.03(p) and (z) Guarantees of Indebtedness permitted by Section 7.03(n), (s), (t), (u) or (v)), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document, any ABL Loan Document or any Second Lien Loan Document, Permitted Other Indebtedness Liens, Specified Refinancing Liens, Specified Second Lien Refinancing Liens or non-consensual Liens arising solely by operation of law); or (iv) make any Investments (other than (x) Investments in the Borrower or its Restricted Subsidiaries (including any temporary Investments to facilitate Permitted Acquisitions and other Investments permitted by Section 7.02) or (y) Investments of the type permitted by Section 7.02(a), (b), (h), (k) or (m).
U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
