Common use of Additional Guarantors and Grantors Clause in Contracts

Additional Guarantors and Grantors. (a) Except as provided in Section 10.1(j) or (k), each of Holdings, the Borrower and the Canadian Borrower will cause (i) any direct or indirect Domestic Subsidiary (other than any Unrestricted Subsidiary) formed or otherwise purchased or acquired after the date hereof (including pursuant to a Permitted Acquisition), (ii) any Subsidiary (other than any Unrestricted Subsidiary) that is not a Domestic Subsidiary on the date hereof but subsequently becomes a Domestic Subsidiary (other than any Unrestricted Subsidiary) and (iii) any inactive Subsidiary listed on Schedule 1.1(e) (unless such Subsidiary is designated an Unrestricted Subsidiary in accordance with terms of this Agreement) which acquires any material assets or is otherwise no longer deemed inactive, in each case to execute a supplement to each of the Guarantee and the Security Agreement, substantially in the form of Annex B or Annex 1, as applicable, to the respective agreement in order to become a Guarantor under the Guarantee and a grantor under the Security Agreement.

Appears in 6 contracts

Samples: Assignment and Acceptance (Sealy Corp), Credit Agreement (Sealy Corp), Credit Agreement (Sealy Mattress CORP)

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Additional Guarantors and Grantors. (a) Except as provided set forth in Section 10.1(j10.1(a)(x) or (ka)(xi), each of Holdings, the Borrower and the Canadian Borrower will cause (i) any each direct or indirect Domestic Subsidiary (other than any Unrestricted Subsidiary or any Domestic Subsidiary owned by a Foreign Subsidiary) formed or otherwise purchased or acquired after the date hereof (including pursuant to a Permitted Acquisition), (ii) any each Subsidiary (other than any Unrestricted Subsidiary) that is not a Domestic Subsidiary on the date hereof but subsequently becomes a Domestic Subsidiary (other than any Unrestricted Subsidiary) and (iii) any inactive each immaterial Domestic Subsidiary listed on Schedule 1.1(e1.1(d) (unless such Subsidiary is designated an Unrestricted Subsidiary in accordance with terms of this Agreement) which acquires any material assets or is otherwise no longer deemed inactivethat becomes a Material Subsidiary, in each case to execute a supplement to each of the US Guarantee and the Security Agreement, substantially Agreement in the form of Annex B or Annex 1, as applicable, and substance reasonably satisfactory to the respective agreement Collateral Agent, in order to become a Guarantor guarantor under the US Guarantee and a grantor under the Security Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Visant Corp), Credit Agreement (Jostens IH Corp.)

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