Common use of Additional Domestic Subsidiaries Clause in Contracts

Additional Domestic Subsidiaries. Promptly (and, in any event, within thirty (30) days, as such time period may be extended by the Administrative Agent in its sole discretion) after the creation or acquisition of any Domestic Subsidiary (other than an Excluded Subsidiary) cause such Domestic Subsidiary to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) grant a security interest 107 in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1(b)(ii) through 6.1(b)(iv) and 6.1(c) as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Domestic Subsidiary, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly Notify the Administrative Agent of (and, i) the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 8.12 or (ii) the creation or acquisition of any Domestic Subsidiary that is a Restricted Subsidiary and promptly thereafter (and in any event, event within thirty (30) days, days or such later date as such time period may be extended permitted by the Administrative Agent in its sole discretion) after the creation or acquisition of any Domestic Subsidiary ), cause such Person (other than unless such Person is an Excluded Immaterial Subsidiary) cause such Domestic Subsidiary to (iA) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (iiB) grant pledge a security interest 107 in all applicable Collateral (subject to covered under the exceptions specified in the Collateral Agreement) Security Documents owned by such Restricted Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent reasonably shall reasonably deem appropriate for such purpose and to comply with the terms of each applicable Security Document, (iiiC) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1(b)(ii) through 6.1(b)(iv) and 6.1(c) 5.1 as may be reasonably requested by the Administrative Agent, (ivD) deliver to the Administrative Agent such original certificated Equity Interests Capital Stock or other certificates and stock or other transfer powers evidencing the Equity Interests Capital Stock of such Domestic SubsidiaryPerson, (vE) deliver to the Administrative Agent such updated Schedules to the Loan Documents as may be reasonably requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (viF) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly (and, in any event, within thirty (30) days, as such time period may be extended by Notify the Administrative Agent in its sole discretion) after of the creation or acquisition of any Domestic Subsidiary and promptly thereafter (other than an Excluded Subsidiaryand in any event within thirty (30) days after such creation or acquisition), cause such Domestic Subsidiary Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) grant a security interest 107 in all Collateral (subject to the exceptions specified in the Collateral Security Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each applicable Security Documentpurpose, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1(b)(ii) through 6.1(b)(iv) and 6.1(c) 5.1 as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such original certificated Equity Interests Capital Stock or other certificates and stock or other transfer powers evidencing the Equity Interests Capital Stock of such Domestic SubsidiaryPerson, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly Notify the Administrative Agent of the creation or acquisition of any Domestic Subsidiary (and, other than a Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary) and promptly thereafter (and in any event, event within thirty (30) daysdays after such creation or acquisition, as such time period may be extended by the Administrative Agent in its sole discretion) after the creation or acquisition of any Domestic Subsidiary (other than an Excluded Subsidiary) ), cause such Domestic Subsidiary Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement or joinder to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) grant pledge a security interest 107 in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement or joinder to each applicable Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1(b)(ii) through 6.1(b)(iv) and 6.1(c) 6.1 as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such original certificated Equity Interests Capital Stock or other certificates and stock or other transfer powers evidencing the Equity Interests Capital Stock of such Domestic SubsidiaryPerson that is owned by any Credit Party, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly Subject to Section 1.9 and Section 8.11(d), notify the Administrative Agent of the creation or acquisition of any Material Domestic Subsidiary or the designation of any Subsidiary as a Material Domestic Subsidiary and promptly thereafter (and, and in any event, event within thirty (30) days, days or such later date as such time period may be extended approved by the Administrative Agent in its sole discretion) after the creation or acquisition of any Domestic Subsidiary (other than an Excluded Subsidiary) ), cause such Domestic Subsidiary Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent Agent, if such Person is the initial Material Domestic Subsidiary, a duly executed Guaranty Agreement and thereafter, for any other Material Domestic Subsidiary, a supplement to the Subsidiary such Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purposeAgreement, (ii) grant pledge a security interest 107 in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1(b)(ii) through 6.1(b)(iv) Sections 5.1 (a), (b), (e), and 6.1(c(f)(ii) as may be reasonably requested by the Administrative AgentAgent (including, without limitation, charter documents and opinions of counsel), (iv) deliver to the Administrative Agent such original certificated Equity Interests Capital Stock or other certificates and stock or other transfer powers evidencing the Equity Interests Capital Stock of such Domestic SubsidiaryPerson, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly Such Borrower shall promptly notify the Administrative Agent of the creation or acquisition (including by division) of any Domestic Subsidiary or if any existing Domestic Subsidiary no longer constitutes an Inactive Subsidiary and, in within sixty (60) days after such creation or acquisition (or the date any event, within thirty (30) daysexisting Domestic Subsidiary no longer constitutes an Inactive Subsidiary), as such time period may be extended by the Administrative Agent in its sole discretion) after the creation or acquisition of any , cause such Domestic Subsidiary (other than an Excluded SubsidiaryInactive Subsidiary or a Foreign Holding Company) cause such Domestic Subsidiary to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Loan Party Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) grant a security interest 107 in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Collateral Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each applicable Security Collateral Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1(b)(ii) through 6.1(b)(iv) and 6.1(c) 4.01 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Domestic SubsidiaryPerson, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly after the creation or acquisition of any Domestic Subsidiary (and, in any event, within thirty (30) daysdays after such creation or acquisition, as such time period may be extended by the Administrative Agent in its sole discretion) after the creation or acquisition of any Domestic Subsidiary (other than an Excluded Subsidiary) cause such Domestic Subsidiary to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) and grant a security interest 107 in all Collateral personal and/or real property of such Domestic Subsidiary (subject to the exceptions specified in the Collateral AgreementDocuments) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document Guarantor Joinder or such other document documents as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each applicable Security Documentpurpose, (iiiii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1(b)(ii) through 6.1(b)(iv) and 6.1(c) 7.1 as may be reasonably requested by the Administrative Agent, (iviii) deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Domestic SubsidiarySubsidiary and executed by the applicable Loan Party or Loan Parties, together with a pledge supplement to the Pledge Agreement executed by the applicable Loan Party or Loan Parties (viv) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic Subsidiary, and (viv) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly Notify the Administrative Agent of (and, i) the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 8.12 or (ii) the creation or acquisition of any Domestic Subsidiary that is a Restricted Subsidiary and promptly thereafter (and in any event, event within thirty (30) days, days or such later date as such time period may be extended permitted by the Administrative Agent in its sole discretion) after the creation or acquisition of any Domestic Subsidiary (other than an Excluded Subsidiary) ), cause such Domestic Subsidiary Person to (iA) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (iiB) grant except during a Collateral Release Period, pledge a security interest 107 in all applicable Collateral (subject to covered under the exceptions specified in the Collateral Agreement) Security Documents owned by such Restricted Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent reasonably shall reasonably deem appropriate for such purpose and to comply with the terms of each applicable Security Document, (iiiC) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1(b)(ii) through 6.1(b)(iv) and 6.1(c) 5.1 as may be reasonably requested by the Administrative Agent, (ivD) except during a Collateral Release Period, deliver to the Administrative Agent such original certificated Equity Interests Capital Stock or other certificates and stock or other transfer powers evidencing the Equity Interests Capital Stock of such Domestic SubsidiaryPerson, (vE) deliver to the Administrative Agent such updated Schedules to the Loan Documents as may be reasonably requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (viF) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly (and, in any event, within thirty (30) days, as such time period may be extended by Notify the Administrative Agent in its sole discretion) after of the creation or acquisition of any Wholly-Owned Domestic Subsidiary and, promptly thereafter (other than an Excluded Subsidiaryand in any event within thirty (30) days after such creation or acquisition), cause such Domestic Subsidiary Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty this Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) grant a security interest 107 in all Collateral (subject to the exceptions specified in the Collateral Security Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to the Security Agreement and each other applicable Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1(b)(ii) through 6.1(b)(iv) and 6.1(c) 6.1 as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Domestic Subsidiary, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (viv) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent in order to more effectively carry out the terms of this paragraph (a), and cause the applicable Credit Party to deliver to the Administrative Agent, if applicable, original stock or other certificates evidencing the Capital Stock of such Person, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof.

Additional Domestic Subsidiaries. Promptly (and, in any event, within thirty (30) days, as such time period may be extended by Notify the Administrative Agent in its sole discretion) after of the creation or acquisition of any Domestic Subsidiary and promptly thereafter (other than an Excluded Subsidiaryand in any event within thirty (30) days after such creation or acquisition), cause such Domestic Subsidiary Person, to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement Joinder Agreement, (ii) grant to the Administrative Agent a security interest in all assets owned by such Subsidiary Guaranty (other than assets of a type that are excluded from the definition of “Collateral” under the Collateral Agreement) by delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) grant a security interest 107 in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1(b)(ii) through 6.1(b)(iv) and 6.1(c) 6.2 as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such original certificated Equity Interests Capital Stock or other certificates certificates, if any, and stock or other transfer powers powers, if any, evidencing the Equity Interests Capital Stock of such Domestic SubsidiaryPerson held by Holdings or any of its Subsidiaries, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that no Domestic Subsidiary shall be required to pledge the stock or assets of a “controlled foreign corporation” within the meaning of Section 957 of the Code (a “CFC”) except such Domestic Subsidiary shall pledge sixty-six percent (66%) of the total outstanding voting Capital Stock and all outstanding non-voting Capital Stock of any first tier CFC.

Additional Domestic Subsidiaries. Promptly after the creation or acquisition of any Domestic Subsidiary (other than an Excluded Subsidiary) or after any Excluded Subsidiary ceases to be an Excluded Subsidiary (and, in any event, within thirty (30) daysdays after such creation, acquisition or a Responsible Officer of any Credit Party obtaining knowledge of any such cessation, as such time period may be extended by the Administrative Agent in its sole discretion) after the creation or acquisition of any Domestic Subsidiary (other than an Excluded Subsidiary) cause such Domestic Subsidiary Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) grant a security interest 107 in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) upon reasonable request of the Administrative Agent, deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1(b)(ii) through 6.1(b)(iv) and 6.1(c) 6.1 as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Domestic SubsidiaryPerson, and (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative AgentPerson.

Additional Domestic Subsidiaries. Promptly after the creation or acquisition of any Domestic Subsidiary (other than an Excluded Subsidiary) or after the division of any Subsidiary that is a Delaware limited liability company in accordance with the terms of this Agreement or after any Domestic Subsidiary that is an Excluded Subsidiary ceases to be an Excluded Subsidiary (and, in any event, within thirty (30) daysdays after such creation, acquisition or a Responsible Officer of any Credit Party obtaining knowledge of any such cessation, as such time period may be extended by the Administrative Agent in its sole discretion) after the creation or acquisition of any Domestic Subsidiary (other than an Excluded Subsidiary) cause such Domestic Subsidiary Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) grant a security interest 107 in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) upon reasonable request of the Administrative Agent, deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1(b)(ii) through 6.1(b)(iv) and 6.1(c) 6.1 as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Domestic SubsidiaryPerson, and (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative AgentPerson.

Additional Domestic Subsidiaries. Promptly after the creation or acquisition of any Domestic Subsidiary after the Effective Date (and, in any event, within thirty forty-five (3045) daysdays after such creation or acquisition, as such time period may be extended by the Administrative Agent in its sole discretion) after the creation or acquisition of any Domestic Subsidiary (other than an Excluded Subsidiary) cause such Domestic Subsidiary to (i) subject to Section 11.2, become a Subsidiary Borrower or Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) and grant a security interest 107 in all Collateral personal property of such Domestic Subsidiary (subject to the exceptions specified in the Collateral AgreementDocuments) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document joinder or such other document documents as the Administrative Agent shall deem reasonably deem appropriate for such purpose and comply with the terms of each applicable Security Documentpurpose, (iiiii) deliver to the Administrative Agent such opinions, documents documents, and certificates referred to in Section 6.1(b)(ii) through 6.1(b)(iv) 7.1 [Initial Loans and 6.1(c) Letters of Credit] as may be reasonably requested by the Administrative AgentAgent or any Lender, (iviii) deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Domestic Subsidiary, if any, (viv) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic Subsidiary, and (viv) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative AgentAgent or any Lender, all in form, content and scope reasonably satisfactory to the Administrative AgentAgent or such Lender.

Additional Domestic Subsidiaries. Promptly (andExcept with respect to any newly created or acquired Subsidiary SPC, in any event, within thirty (30) days, as such time period may be extended by notify the Administrative Agent in its sole discretion) after of the creation or acquisition of any Domestic Subsidiary and promptly thereafter (other than an Excluded Subsidiaryand in any event within thirty (30) days), cause such Domestic Subsidiary Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) grant pledge a security interest 107 in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1(b)(ii) through 6.1(b)(iv) and 6.1(c) 5.2 as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such original certificated Equity Interests Capital Stock or other certificates and stock or other transfer powers evidencing the Equity Interests Capital Stock of such Domestic SubsidiaryPerson, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic Subsidiary, Person and (vi) deliver to the Administrative Agent such other documents (including, without limitation, favorable legal opinions) as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly (and, in any event, within thirty (30) days, as such time period may be extended by Notify the Administrative Agent in its sole discretion) after of the creation or acquisition of any Material Domestic Subsidiary and promptly thereafter (and in any event within thirty (30) days (or such greater number of days to which the Administrative Amount may agree) after such creation or acquisition), cause such Person (other than an Excluded Domestic Subsidiary) cause such Domestic Subsidiary to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) grant a security interest 107 in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1(b)(ii) through 6.1(b)(iv) and 6.1(c) 6.1 as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such original certificated Equity Interests Capital Stock or other certificates and stock or other transfer powers evidencing the Equity Interests Capital Stock of such Domestic SubsidiaryPerson, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly (andExcept with respect to any newly created or acquired Subsidiary SPC, in any event, within thirty (30) days, as such time period may be extended by notify the Administrative Agent in its sole discretion) after of the creation or acquisition of any Domestic Subsidiary and promptly thereafter (other than an Excluded Subsidiaryand in any event within thirty (30) days), cause such Domestic Subsidiary Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) grant to the extent required by Section 8.13, pledge a security interest 107 in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1(b)(ii) through 6.1(b)(iv) and 6.1(c) 5.2 as may be reasonably requested by the Administrative Agent, (iv) if the pledge of a security interest is required pursuant to Section 8.10(a)(ii) above, deliver to the Administrative Agent such original certificated Equity Interests Capital Stock or other certificates and stock or other transfer powers evidencing the Equity Interests Capital Stock of such Domestic SubsidiaryPerson, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic Subsidiary, Person and (vi) deliver to the Administrative Agent such other documents (including, without limitation, favorable legal opinions) as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly (and, in any event, within thirty (30) days, as such time period may be extended by Notify the Administrative Agent in its sole discretion) after of the creation or acquisition of any Domestic Subsidiary or the designation of any Subsidiary as a Domestic Subsidiary and promptly thereafter (other than an Excluded Subsidiaryand in any event within thirty (30) days after such creation or acquisition (as such time period may be extended in the sole discretion of the Administrative Agent)), cause such Domestic Subsidiary Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) grant pledge a security interest 107 in all Collateral (subject to the exceptions specified in the Collateral Agreement) collateral owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1(b)(ii) through 6.1(b)(iv) and 6.1(c) 5.1 as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such original certificated Equity Interests Capital Stock or other certificates and stock or other transfer powers evidencing the Equity Interests Capital Stock of such Domestic SubsidiaryPerson, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly (and, in any event, within thirty (30) days, as such time period may be extended by Notify the Administrative Agent in its sole discretion) after of the creation or acquisition of any Material Domestic Subsidiary and promptly thereafter (and in any event within thirty (30) days (or such greater number of days to which the Administrative Agent may agree) after such creation or acquisition), cause such Person (other than an Excluded Domestic Subsidiary) cause such Domestic Subsidiary to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) grant a security interest 107 in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1(b)(ii) through 6.1(b)(iv) and 6.1(c) 6.1 as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such original certificated Equity Interests Capital Stock or other certificates and stock or other transfer powers evidencing the Equity Interests Capital Stock of such Domestic SubsidiaryPerson, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly (and, in any event, within thirty (30) daysdays after such creation or acquisition, as such time period may be extended by the Administrative Agent in its sole discretion) after the creation or acquisition of any Domestic Subsidiary (other than an Excluded Subsidiarya Domestic Subsidiary all or substantially all of the assets of which consist of Equity Interests of one or more Foreign Subsidiaries that are “controlled foreign corporations” within the meaning of Section 957 of the Code) cause such Domestic Subsidiary Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) grant a security interest 107 in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1(b)(ii) through 6.1(b)(iv) and 6.1(c) 6.1 as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Domestic SubsidiaryPerson, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as may be reasonably requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.