Common use of Subsidiary Joinder Clause in Contracts

Subsidiary Joinder. Each Subsidiary of a Borrower that subsequent to the Closing Date generates gross revenue for any fiscal year in a dollar amount equal to or greater than ten percent (10%) of the Consolidated gross revenue of the Borrowers and their Subsidiaries as reflected in the Borrowers’ and their Subsidiaries’ Consolidated financial statements delivered pursuant to Section 5.01(a) shall execute and deliver to the Bank (a) a Joinder in form and content satisfactory to the Bank, pursuant to which it shall join as a Loan Party this Agreement and any other applicable Loan Document (other than the Note) to which the Borrower is a party, (b) an amended and restated Note including such Subsidiary as a party, (c) such corporate governance and authorization documents as may be deemed reasonably necessary or advisable by the Bank, and (d) any other documents and instruments as may be deemed reasonably necessary or advisable by the Bank, all in form and substance acceptable to the Bank. Such Borrower shall execute and deliver such Joinder and related documents to the Bank within ten (10) Business Days after the delivery of the Consolidated financial statements pursuant to Section 5.01(a). Notwithstanding the foregoing, any Subsidiary of a Borrower which is a Foreign Subsidiary that subsequent to the Closing Date generates gross revenue for any fiscal year in a dollar amount equal to or greater than ten percent (10%) of the Consolidated gross revenue of the Borrowers and their Subsidiaries as reflected in the Borrowers’ and their Subsidiaries’ Consolidated financial statements delivered pursuant to Section 5.01(a) shall not be required to execute a Joinder, if the execution of a Joinder would cause material adverse tax consequences to the applicable Borrower under Section 956 of the Internal Revenue Code as demonstrated to the reasonable satisfaction of the Bank; provided, however the Required Pledge Amount of the ownership interests in such Foreign Subsidiary held by any Borrower shall be pledged to the Bank pursuant to a Stock Pledge Agreement.

Subsidiary Joinder. Each Subsidiary of a Borrower that created or acquired subsequent to the Closing Date generates gross revenue for (other than Inactive Subsidiaries) and each Subsidiary that at any fiscal year in a dollar amount equal time ceases to or greater than ten percent (10%) of the Consolidated gross revenue of the Borrowers and their Subsidiaries as reflected in the Borrowers’ and their Subsidiaries’ Consolidated financial statements delivered pursuant to Section 5.01(a) be an Inactive Subsidiary shall execute and deliver to the Bank Agent (ai) a Joinder substantially in the form of Exhibit K attached hereto and content satisfactory to the Bankmade a part hereof, pursuant to which it shall join as a Loan Party Borrower this Agreement, the Security Agreement and any other applicable Loan Document (other than the NoteNotes) to which the Borrower is a partyBorrowers are parties, (bii) an amended and restated Note Notes including such Subsidiary as a party, (ciii) such corporate governance and authorization documents as may be deemed reasonably necessary or advisable by the BankAgent or the Majority Banks, (iv) any documents necessary to grant and perfect security interests to the Agent and the Banks in all Collateral held by such Subsidiary and (dv) any other documents and instruments as may be deemed reasonably necessary or advisable by the BankAgent or the Majority Banks, all in form and substance reasonably acceptable to the BankAgent or the Majority Banks. Such Borrower The Borrowing Agent shall execute (i) advise the Agent of such Subsidiary at least five (5) Business Days before acquiring such Subsidiary or the date of filing such Subsidiary's articles of incorporation, certificate of limited partnership, certificate of organization or other applicable organizational or formation instrument or, in the case of an Inactive Subsidiary, such Subsidiary ceasing to be an Inactive Subsidiary (the "Subsidiary Creation Date") and (ii) deliver such the Joinder and related documents set forth in the preceding sentence to the Bank Agent within ten (10) Business Days after the delivery of Subsidiary Creation Date. The notice required pursuant to this Section 10.38 shall satisfy the Consolidated financial statements Borrowers' obligation to update Schedule 9.16 pursuant to Section 5.01(a9.26 hereof. With respect to any such Subsidiary so created or acquired, within thirty (30) days after the Subsidiary Creation Date, the Borrowers shall cause all primary depository, disbursement, trust and other account relationships of such Subsidiary to be established with the Agent. Within thirty (30) days after the Subsidiary Creation Date for any such Subsidiary, the Borrowing Agent shall provide the Agent with (x) an updated Schedule 9.24 including each insurance policy maintained by such Subsidiary (each, a "Subsidiary Insurance Policy"). Notwithstanding , in accordance with Section 9.24hereof and (y) evidence that each Subsidiary Insurance Policy names the foregoingAgent for the benefit of the Banks as additional insured and lender's loss payee, any Subsidiary of a Borrower which is a Foreign Subsidiary that subsequent as applicable, and requires thirty (30) days prior written notice to the Closing Date generates gross revenue for Agent of any fiscal year in a dollar amount equal to amendments or greater than ten percent (10%) of the Consolidated gross revenue of the Borrowers and their Subsidiaries as reflected in the Borrowers’ and their Subsidiaries’ Consolidated financial statements delivered pursuant to Section 5.01(a) shall not be required to execute a Joinder, if the execution of a Joinder would cause material adverse tax consequences to the applicable Borrower under Section 956 of the Internal Revenue Code as demonstrated to the reasonable satisfaction of the Bankcancellation thereof; provided, however however, if any Subsidiary Insurance Policy insures tangible assets in excess of Two Million and 00/100 Dollars ($2,000,000.00), the Required Pledge Amount of the ownership interests in such Foreign Subsidiary held by any Borrower Borrowing Agent shall be pledged provide to the Bank pursuant to a Stock Pledge AgreementAgent the items required in clauses (x) and (y) above within ten (10) Business Days after the Subsidiary Creation Date.