Common use of Notice and Joinder of New Subsidiaries Clause in Contracts

Notice and Joinder of New Subsidiaries. Notify the Administrative Agent as soon as practicable after acquiring or creating a new Subsidiary, and cause (i) any new Domestic Subsidiary to execute and deliver to the Administrative Agent (A) a Guaranty (or Joinder, as determined by the Administrative Agent) in form and substance acceptable to the Administrative Agent pursuant to which it shall guaranty all of the Obligations and (B) a Security Agreement (or Joinder, as determined by the Administrative Agent) in form and substance satisfactory to the Administrative Agent pursuant to which such Domestic Subsidiary shall grant a security interest to the Administrative Agent in its assets as additional Collateral for the Obligations and (ii) the owner of such Domestic Subsidiary to execute and deliver a Pledge Agreement (or Joinder as determined by the Administrative Agent) in form and substance acceptable to the Administrative Agent pursuant to which all of the Capital Stock in such Domestic Subsidiary shall be pledged to the Administrative Agent, for the benefit of the holders of the Obligations, as Collateral for the Obligations. (b) any Domestic Subsidiary that is the owner of any new first-tier Foreign Subsidiary to execute and deliver to the Administrative Agent a Pledge Agreement (or Joinder as determined by the Administrative Agent) in form and substance reasonably acceptable to the Administrative Agent pursuant to which sixty-five percent (65%) of the issued and outstanding Capital Stock of such Foreign Subsidiary (to the extent owned by the Parent or a Domestic Subsidiary) shall be pledged to the Administrative Agent, for the benefit of the holders of the Obligations, as Collateral for the Obligations. (c) in connection with any such Guaranties, Security Agreements, Pledge Agreements and/or Joinders, the Parent, the Borrower and/or the applicable Subsidiary or Subsidiaries to execute and deliver or cause to be executed and delivered such additional documentation as the Administrative Agent shall reasonably require, including without limitation, certificates similar to those referred to in subsection 4.1(c), opinions and stock certificates, if any, evidencing such Capital Stock (together with undated stock powers endorsed in blank).

Notice and Joinder of New Subsidiaries. Notify the Administrative Agent Bank as soon as practicable after acquiring or creating a new Subsidiary, and cause: (ia) any new Domestic Subsidiary to execute and deliver to the Administrative Agent Bank (Ai) a Guaranty Agreement (or JoinderJoinder in a form reasonably acceptable to Bank, as determined by the Administrative AgentBank) in form and substance acceptable to the Administrative Agent pursuant to which it such domestic Subsidiary shall guaranty all of the Obligations and (Bii) a Subsidiary Security Agreement (or JoinderJoinder in a form reasonably acceptable to Bank, as determined by the Administrative AgentBank) in form and substance satisfactory to the Administrative Agent pursuant to which such Domestic Subsidiary shall grant a security interest to the Administrative Agent Bank in its assets as additional Collateral collateral for the Obligations and Obligations. (iib) any Domestic Subsidiary that is the owner of such any new Domestic Subsidiary to execute and deliver to Bank a Pledge Agreement (or Joinder as determined by the Administrative AgentBank) in form and substance reasonably acceptable to the Administrative Agent Bank pursuant to which all one hundred percent (100%) of the issued and outstanding Capital Stock in of such new Domestic Subsidiary that is owned by such Domestic Subsidiary shall be pledged to the Administrative Agent, for the benefit of the holders of the Obligations, Bank as Collateral collateral for the Obligations. (bc) any Domestic Subsidiary that is the owner of any new first-tier Foreign Subsidiary to execute and deliver to the Administrative Agent Bank a Pledge Agreement (or Joinder as determined by the Administrative AgentBank) in form and substance reasonably acceptable to the Administrative Agent Bank pursuant to which sixty-five percent (65%) of the issued and outstanding voting Capital Stock and one hundred percent (100%) of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary (to the extent that is owned by the Parent or a such Domestic Subsidiary) Subsidiary shall be pledged to the Administrative Agent, for the benefit of the holders of the Obligations, Bank as Collateral collateral for the Obligations. (cd) in connection with any such GuarantiesGuaranty Agreements, Subsidiary Security Agreements, Pledge Agreements and/or Joinders, the Parent, the Borrower and/or the applicable Subsidiary or Subsidiaries to execute and deliver or cause to be executed and delivered and/or delivered, as applicable, such additional documentation as the Administrative Agent Bank shall reasonably require, including without limitation, certificates similar to those referred to in subsection 4.1(c)Section 7.1, opinions opinions, lien searches and stock certificates, if any, evidencing such Capital Stock certificates (together with undated stock powers endorsed in blank).

Notice and Joinder of New Subsidiaries. Notify the Administrative Agent as soon as practicable after acquiring or creating a new Subsidiary, and promptly cause (i) any new Domestic Subsidiary to execute and deliver to the Administrative Agent (A) a Guaranty (or Joinder, as determined by the Administrative Agent) in form and substance acceptable to the Administrative Agent pursuant to which it shall guaranty all of the Obligations and (B) a Security Agreement (or Joinder, as determined by the Administrative Agent) in form and substance satisfactory to the Administrative Agent pursuant to which such Domestic Subsidiary shall grant a security interest to the Administrative Agent in its assets as additional Collateral for the Obligations and (ii) the owner of such Domestic Subsidiary to execute and deliver a Pledge Agreement (or Joinder as determined by the Administrative Agent) in form and substance acceptable to the Administrative Agent pursuant to which all of the Capital Stock in such Domestic Subsidiary shall be pledged to the Administrative Agent, for the benefit of the holders of the Obligations, as Collateral for the Obligations. (b) any Domestic Subsidiary that is the owner of any new first-tier Foreign Subsidiary to execute and deliver to the Administrative Agent a Pledge Agreement (or Joinder as determined by the Administrative Agent) in form and substance reasonably acceptable to the Administrative Agent pursuant to which one hundred percent (100%) of the non-voting issued and outstanding Capital Stock and sixty-five percent (65%) of the issued and outstanding voting Capital Stock of such Foreign Subsidiary (to the extent owned by the Parent or a Domestic Subsidiary) shall be pledged to the Administrative Agent, for the benefit of the holders of the Obligations, as Collateral for the Obligations. (c) in connection with any such Guaranties, Security Agreements, Pledge Agreements and/or Joinders, the Parent, the Borrower and/or the applicable Subsidiary or Subsidiaries to execute and deliver or cause to be executed and delivered such additional documentation as the Administrative Agent shall reasonably require, including without limitation, to the extent requested, certificates similar to those referred to in subsection 4.1(c), opinions and stock certificates, if any, evidencing such Capital Stock (together with undated stock powers endorsed in blank)) and liens and tax searches.

Notice and Joinder of New Subsidiaries. Notify the Administrative Agent as soon as practicable after acquiring or creating a new Subsidiary, and cause (i) any new Domestic Subsidiary to execute and deliver to the Administrative Agent (A) a Guaranty (or Joinder, as determined by the Administrative Agent) in form and substance acceptable to the Administrative Agent pursuant to which it shall guaranty all of the Obligations and (B) a Security Agreement (or Joinder, as determined by the Administrative Agent) in form and substance satisfactory to the Administrative Agent pursuant to which such Domestic Subsidiary shall grant a security interest to the Administrative Agent in its assets as additional Collateral for the Obligations and (ii) the owner of such Domestic Subsidiary to execute and deliver a Pledge Agreement (or Joinder as determined by the Administrative Agent) in form and substance acceptable to the Administrative Agent pursuant to which all of the Capital Stock in such Domestic Subsidiary shall be pledged to the Administrative Agent, for the benefit of the holders of the Obligations, as Collateral for the Obligations. (b) any Domestic Subsidiary Loan Party that is the owner of any new first-tier Foreign a Subsidiary of the Borrower to execute and deliver to the Administrative Agent a Pledge Agreement (or Joinder as determined by the Administrative Agent) in form and substance reasonably acceptable to the Administrative Agent pursuant to which sixty-five percent (65%) of the issued and outstanding Capital Stock of such Foreign Subsidiary (to the extent owned by the Parent Borrower or a Domestic Subsidiary) shall be pledged to the Administrative Agent, for the benefit of the holders of the Obligations, as Collateral for the Obligations. (c) in connection with any such Guaranties, Security Agreements, Pledge Agreements and/or Joinders, the Parent, the Borrower and/or the applicable Subsidiary or Subsidiaries to execute and deliver or cause to be executed and delivered such additional documentation as the Administrative Agent shall reasonably require, including without limitation, certificates similar to those referred to in subsection 4.1(c), opinions and stock certificates, if any, evidencing such Capital Stock (together with undated stock powers endorsed in blank).

Notice and Joinder of New Subsidiaries. Notify the Administrative Agent as soon as practicable after acquiring of its ownership of any Subsidiary that is not a Borrower (other than a Foreign Subsidiary or creating a new Foreign Subsidiary Holdco) in which the aggregate amount of loans and investments made by the Borrowers in such Subsidiary, or the assets of which, exceeds $20,000,000 (a “New Material Domestic Subsidiary”), and cause (i) any new cause such New Material Domestic Subsidiary to execute and deliver to the Administrative Agent within sixty (A60) days after the date such New Material Domestic Subsidiary is acquired or otherwise exceeds the $20,000,000 threshold set forth above, a Guaranty (or Joinder, as determined by the Administrative Agent) in form Joinder and substance acceptable to the Administrative Agent Assumption Agreement pursuant to which it shall guaranty all of the Obligations and (B) shall, among other things, become a Security Agreement (or Joinder, as determined by the Administrative Agent) in form and substance satisfactory to the Administrative Agent pursuant to which such Domestic Borrower hereunder; provided that a Securitization Subsidiary shall grant a security interest to the Administrative Agent in its assets as additional Collateral for the Obligations and (ii) the owner of such Domestic Subsidiary not be required to execute and deliver a Pledge Agreement (or Joinder as determined by and Assumption Agreement. The Company may elect at any time, with the Administrative Agent) in form and substance acceptable to written consent of the Administrative Agent pursuant (such consent not to which be unreasonably withheld and, in all of the Capital Stock in such Domestic Subsidiary shall events, to be pledged subject to the Administrative Agentprocedures set forth below in this Section 5.9), for the benefit of the holders of the Obligations, as Collateral for the Obligations. (b) to have any Domestic Subsidiary that is the owner of any new first-tier Foreign Subsidiary become a Borrower hereunder (subject to execute the provisions of Section 2.22(a) hereof) by executing and deliver delivering to the Administrative Agent a Pledge Agreement Joinder and Assumption Agreement; provided that, notwithstanding anything herein to the contrary, (or Joinder as determined by a) the Administrative Agent) in form and substance reasonably acceptable to Company has provided the Administrative Agent at least ten Business Days’ prior written notice (and the Administrative Agent shall promptly after receipt of such notice provide notice thereof to the Lenders) and (b) if any Lender notifies the Administrative Agent and the Borrowers’ Representative in writing within five Business Days after receipt of notice of such designation that (i) as a result of such new Foreign Subsidiary becoming a Borrower hereunder, such Lender is reasonably likely to suffer adverse consequences including without limitation withholding tax (except to the extent, in respect of economic consequences, such Lender is indemnified therefor pursuant to which sixty-five percent Sections 2.16 and 2.17) or (65%ii) of it is reasonably likely to be contrary to any Law, direction, internal policy or its constitution for such Lender to make available any credit extensions hereunder to such Foreign Subsidiary, then, unless such Lender is replaced pursuant to Section 2.24, such Foreign Subsidiary shall be prevented from becoming a Borrower hereunder (and the issued and outstanding Capital Stock designation of such Foreign Subsidiary (to the extent owned by the Parent or as a Domestic Subsidiary) Borrower shall be pledged to the Administrative Agent, for the benefit of the holders of the Obligations, as Collateral for the Obligations. (c) in connection with any such Guaranties, Security Agreements, Pledge Agreements and/or Joinders, the Parent, the Borrower and/or the applicable Subsidiary or Subsidiaries to execute and deliver or cause to be executed and delivered such additional documentation as the Administrative Agent shall reasonably require, including without limitation, certificates similar to those referred to in subsection 4.1(c), opinions and stock certificates, if any, evidencing such Capital Stock (together with undated stock powers endorsed in blankdeemed withdrawn).

Notice and Joinder of New Subsidiaries. Notify the Administrative Agent Bank as soon as practicable after acquiring or creating a new Subsidiary, and cause: (ia) any new Domestic Subsidiary to execute and deliver to the Administrative Agent Bank (Ai) a Guaranty Agreement (or JoinderJoinder in a form reasonably acceptable to the Bank, as determined by the Administrative AgentBank) in form and substance acceptable to the Administrative Agent pursuant to which it such domestic Subsidiary shall guaranty all of the Obligations and (Bii) a Subsidiary Security Agreement (or JoinderJoinder in a form reasonably acceptable to the Bank, as determined by the Administrative AgentBank) in form and substance satisfactory to the Administrative Agent pursuant to which such Domestic Subsidiary shall grant a security interest to the Administrative Agent Bank in its assets as additional Collateral collateral for the Obligations and Obligations. (iib) any Domestic Subsidiary that is the owner of such any new Domestic Subsidiary to execute and deliver to the Bank a Pledge Agreement (or Joinder as determined by the Administrative AgentBank) in form and substance reasonably acceptable to the Administrative Agent Bank pursuant to which all one hundred percent (100%) of the issued and outstanding Capital Stock in of such new Domestic Subsidiary that is owned by such Domestic Subsidiary shall be pledged to the Administrative Agent, for the benefit of the holders of the Obligations, Bank as Collateral collateral for the Obligations. (bc) any Domestic Subsidiary that is the owner of any new first-tier Foreign Subsidiary to execute and deliver to the Administrative Agent Bank a Pledge Agreement (or Joinder as determined by the Administrative AgentBank) in form and substance reasonably acceptable to the Administrative Agent Bank pursuant to which sixty-five percent (65%) of the issued and outstanding voting Capital Stock and one hundred percent (100%) of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary (to the extent that is owned by the Parent or a such Domestic Subsidiary) Subsidiary shall be pledged to the Administrative Agent, for the benefit of the holders of the Obligations, Bank as Collateral collateral for the Obligations. (cd) in connection with any such GuarantiesGuaranty Agreements, Subsidiary Security Agreements, Pledge Agreements and/or Joinders, the Parent, the Borrower and/or the applicable Subsidiary or Subsidiaries to execute and deliver or cause to be executed and delivered and/or delivered, as applicable, such additional documentation as the Administrative Agent Bank shall reasonably require, including without limitation, certificates similar to those referred to in subsection 4.1(c)Section 7.1, opinions opinions, lien searches and stock certificates, if any, evidencing such Capital Stock certificates (together with undated stock powers endorsed in blank).. As used herein, the following terms shall have the following meanings:

Notice and Joinder of New Subsidiaries. Notify the Administrative Agent as soon as practicable after acquiring or creating of its ownership of any New Material Domestic Subsidiary (including a new SubsidiarySubsidiary formed by way of division), and cause (i) any new cause such New Material Domestic Subsidiary to execute and deliver to the Administrative Agent within sixty (A60) days after the date such Subsidiary is acquired or becomes a Guaranty (or JoinderNew Material Domestic Subsidiary, as determined by the Administrative Agent) in form a Joinder and substance acceptable to the Administrative Agent Assumption Agreement pursuant to which it shall, among other things, become a Borrower hereunder; provided, that, a Securitization Subsidiary shall guaranty all of the Obligations not be required to execute and deliver a Joinder and Assumption Agreement. The Company may elect at any time, upon at least ten (B10) a Security Agreement Business Days’ prior written notice (or Joinder, such shorter period as determined may be agreed by the Administrative Agent) in form and substance satisfactory to the Administrative Agent pursuant to which such Domestic Subsidiary shall grant a security interest to the Administrative Agent in its assets as additional Collateral for sole discretion), with the Obligations and (ii) the owner written consent of such Domestic Subsidiary to execute and deliver a Pledge Agreement (or Joinder as determined by the Administrative AgentAgent and each Lender (in each case, such consent not to be unreasonably withheld and, in all events, to be subject to the procedures set forth below in this Section 5.09), to have any Foreign Subsidiary become a Foreign Borrower hereunder (subject to the provisions of Section 2.22(a) in form hereof) by executing and substance acceptable delivering to the Administrative Agent pursuant a Joinder and Assumption Agreement (of which the Administrative Agent shall promptly deliver counterparts to each Lender), which all Joinder and Assumption Agreement shall specify whether the Borrower is a Revolver A Borrower or a Revolver B Borrower; provided, that, notwithstanding anything herein to the contrary, if the requirements in this Section 5.09 are met, the Administrative Agent shall send notice to the Company and the Lenders specifying the effective date upon which the applicable Foreign Subsidiary shall constitute a Foreign Borrower for purposes hereof, whereupon each of the Capital Stock in Lenders under the applicable Revolver Facility agrees to permit such Domestic Subsidiary Foreign Borrower to receive Loans under that Revolver Facility hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Foreign Borrower otherwise shall be pledged a Borrower for all purposes of this Agreement. In connection with the joinder of any Subsidiary of the Company, the Borrowers shall deliver to the Administrative Agent (a) such supporting resolutions, incumbency certificates, opinions of counsel, and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, for the benefit of the holders of the Obligations, as Collateral for the Obligations. (b) any Domestic Subsidiary that is the owner of any new first-tier Foreign Subsidiary to execute and deliver to the Administrative Agent a Pledge Agreement (or Joinder as determined may be required by the Administrative Agent, (b) in form Notes signed by such new Borrower to the extent any Lender so requires and substance (c) such documentation and other information, including a Beneficial Ownership Certification, reasonably acceptable to requested by the Administrative Agent pursuant to which sixty-five percent (65%) of the issued and outstanding Capital Stock of such Foreign Subsidiary (to the extent owned by the Parent or a Domestic Subsidiary) shall be pledged to the Administrative Agent, for the benefit of the holders of the Obligations, as Collateral for the Obligations. (c) any Lender in connection with any such Guarantiesapplicable “know your customer” and anti-money-laundering rules and regulations, Security Agreementsincluding the PATRIOT Act. Each Subsidiary of the Company that is or becomes a Borrower pursuant to this Section 5.09 hereby irrevocably appoints the Company to act as its agent for all purposes of this Agreement and the other Loan Documents and agrees to the terms of Section 2.20. The German Borrower and each other Borrower incorporated, Pledge Agreements and/or Joinders, the Parent, the Borrower and/or the applicable Subsidiary or Subsidiaries to execute and deliver or cause to be executed and delivered such additional documentation established (as the Administrative Agent shall reasonably require, including without limitation, certificates similar to those referred to in subsection 4.1(ccase may be), opinions in Germany hereby relieves the Company from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch, BGB) for the purpose of this Section 5.09 and stock certificates, if any, evidencing such Capital Stock (together with undated stock powers endorsed in blank)Section 2.20 and the power of attorney granted hereunder.

Notice and Joinder of New Subsidiaries. Notify the Administrative Agent as soon as practicable after acquiring or creating of its ownership of any Subsidiary that is not a new Borrower (other than a Foreign Subsidiary) in which the aggregate amount of loans and investments made by the Borrowers in such Subsidiary, or the assets of which, exceeds $5,000,000 (a “New Material Domestic Subsidiary”), and cause (i) any new cause such New Material Domestic Subsidiary to execute and deliver to the Administrative Agent within sixty (A60) days after the date such New Material Domestic Subsidiary is acquired or otherwise exceeds the $5,000,000 threshold set forth above, a Guaranty (or Joinder, as determined by the Administrative Agent) in form Joinder and substance acceptable to the Administrative Agent Assumption Agreement pursuant to which it shall guaranty all of the Obligations and (B) shall, among other things, become a Security Agreement (or Joinder, as determined by the Administrative Agent) in form and substance satisfactory to the Administrative Agent pursuant to which such Domestic Borrower hereunder; provided that a Securitization Subsidiary shall grant a security interest to the Administrative Agent in its assets as additional Collateral for the Obligations and (ii) the owner of such Domestic Subsidiary not be required to execute and deliver a Pledge Agreement (or Joinder as determined by and Assumption Agreement. The Company may elect at any time, with the Administrative Agent) in form and substance acceptable to written consent of the Administrative Agent pursuant (such consent not to which be unreasonably withheld and, in all of the Capital Stock in such Domestic Subsidiary shall events, to be pledged subject to the Administrative Agentprocedures set forth below in this Section 5.9), for the benefit of the holders of the Obligations, as Collateral for the Obligations. (b) to have any Domestic Subsidiary that is the owner of any new first-tier Foreign Subsidiary become a Borrower hereunder (subject to execute the provisions of Section 2.22(a) hereof) by executing and deliver delivering to the Administrative Agent a Pledge Agreement Joinder and Assumption Agreement; provided that, notwithstanding anything herein to the contrary, (or Joinder as determined by a) the Administrative Agent) in form and substance reasonably acceptable to Company has provided the Administrative Agent at least ten Business Days’ prior written notice (and the Administrative Agent shall promptly after receipt of such notice provide notice thereof to the Lenders) and (b) if any Lender notifies the Administrative Agent and the Borrowers’ Representative in writing within five Business Days after receipt of notice of such designation that (i) as a result of such new Foreign Subsidiary becoming a Borrower hereunder, such Lender is reasonably likely to suffer adverse consequences including without limitation withholding tax (except to the extent, in respect of economic consequences, such Lender is indemnified therefor pursuant to which sixty-five percent Sections 2.16 and 2.17) or (65%ii) of it is reasonably likely to be contrary to any Law, direction, internal policy or its constitution for such Lender to make available any credit extensions hereunder to such Foreign Subsidiary, then, unless such Lender is replaced pursuant to Section 2.24, such Foreign Subsidiary shall be prevented from becoming a Borrower hereunder (and the issued and outstanding Capital Stock designation of such Foreign Subsidiary (to the extent owned by the Parent or as a Domestic Subsidiary) Borrower shall be pledged to the Administrative Agent, for the benefit of the holders of the Obligations, as Collateral for the Obligations. (c) in connection with any such Guaranties, Security Agreements, Pledge Agreements and/or Joinders, the Parent, the Borrower and/or the applicable Subsidiary or Subsidiaries to execute and deliver or cause to be executed and delivered such additional documentation as the Administrative Agent shall reasonably require, including without limitation, certificates similar to those referred to in subsection 4.1(c), opinions and stock certificates, if any, evidencing such Capital Stock (together with undated stock powers endorsed in blankdeemed withdrawn).