Common use of Additional Guarantors and Collateral Clause in Contracts

Additional Guarantors and Collateral. (a) Promptly (and in any event within forty-five days or such longer period agreed to by the Administrative Agent in its sole discretion) upon any Person becoming a Restricted Subsidiary (other than any Excluded Subsidiary), including any Unrestricted Subsidiary becoming a Restricted Subsidiary or ceasing to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent for the benefit of the Secured Parties all documents reasonably requested by the Administrative Agent, which may include (A) an amendment to the Guaranty or joinder in the form attached thereto, if such Subsidiary is not already a party thereto, joining such Subsidiary as a party thereto, (B) an amendment to the Security Agreement or joinder in the form attached thereto, if such Subsidiary is not already a party thereto, joining such Subsidiary as a party thereto, together with the documentation required by clauses (A) through (E) of Section 4.01(a)(vi), (C) a Perfection Certificate and the documentation required by clauses (v) and (vii) of Section 4.01(a) in respect of such Subsidiary and (D) a joinder to any Intercreditor Agreement then in effect and (ii) take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the Security Agreement to be duly perfected to the extent required thereby in accordance with applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent.

Additional Guarantors and Collateral. (a) Promptly (and in any event within forty-five days or such longer period agreed to by the Administrative Agent in its sole discretion) upon any Person becoming a Restricted Subsidiary (other than any Excluded Subsidiary), including any Unrestricted Subsidiary becoming a Restricted Subsidiary or ceasing to be an Excluded Subsidiary, the Borrower Parent shall cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent for the benefit of the Secured Parties all documents reasonably requested by the Administrative Agent, which may include (A) an amendment to the Guaranty or joinder in the form attached thereto, if such Subsidiary is not already a party thereto, joining such Subsidiary as a party thereto, (B) an amendment to the Security Agreement or joinder in the form attached thereto, if such Subsidiary is not already a party thereto, joining such Subsidiary as a party thereto, together with the documentation required by clauses (A) through (E) of Section 4.01(a)(vi), (C4.01(a)(vi),(C) a Perfection Certificate and the documentation required by clauses (v) and (vii) of Section 4.01(a) in respect of such Subsidiary and (D) a joinder to any Intercreditor Agreement then in effect and (ii) take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the Security Agreement to be duly perfected to the extent required thereby in accordance with applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent.

Additional Guarantors and Collateral. (a) Promptly (and in Within 60 days of the determination that any event within forty-five days or such longer period agreed to by the Administrative Agent in its sole discretion) upon any Person becoming Restricted Subsidiary has become a Restricted Significant Subsidiary (other than any Excluded Subsidiary), including ) or of any Unrestricted Significant Subsidiary becoming a Restricted that was an Excluded Subsidiary or ceasing to be an Excluded SubsidiarySubsidiary (as such 60-day deadline may be extended by the Administrative Agent in its reasonable discretion), the Borrower shall cause such Significant Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent for the benefit of the Secured Parties Lenders all documents reasonably requested by the Administrative Agent, which may include (Ai) an amendment or joinder to the Guaranty or joinder in the form attached theretoGuaranty, if such Subsidiary is not already a party thereto, joining such Subsidiary as a party thereto, (Bii) an amendment or joinder to the Security Agreement or joinder in the form attached theretoAgreement, if such Subsidiary is not already a party thereto, joining such Subsidiary as a party thereto, together with the documentation required by clauses subsection (A), (B), (C), (D) through and (E) of Section 4.01(a)(vi4.01(a)(iv), (Ciii) a Perfection Certificate [reserved], (iv) if reasonably requested by the Administrative Agent, legal opinions in form and substance reasonably satisfactory to the Administrative Agent and (v) the documentation required by clauses subsections (vvi) and (vii) of Section 4.01(a) in respect of such Subsidiary and (D) a joinder to any Intercreditor Agreement then in effect and (ii) take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the Security Agreement to be duly perfected to the extent required thereby in accordance with applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral AgentRestricted Subsidiary.

Additional Guarantors and Collateral. (a) Promptly (and in any event within forty-five days or such longer period agreed to by the Administrative Agent in its sole discretion) upon any Person becoming a Restricted Subsidiary (other than any Excluded Subsidiary), including any Unrestricted Subsidiary becoming a Restricted Subsidiary or ceasing to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent for the benefit of the Secured Parties all documents reasonably requested by the Administrative Agent, which may include (A) an amendment to the Guaranty or joinder in the form attached thereto, if such Subsidiary is not already a party thereto, joining such Subsidiary as a party thereto, (B) an amendment to the Security Agreement or joinder in the form attached thereto, if such Subsidiary is not already a party thereto, joining such Subsidiary as a party thereto, together with the documentation required by clauses (A) through (E) of Section 4.01(a)(vi), (C) a Perfection Certificate and the documentation required by clauses (v) and (vii) of Section 4.01(a) in respect of such Subsidiary and (D) a joinder to any Intercreditor Agreement then in effect and (ii) take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the Security Agreement to be duly perfected to the extent required thereby in accordance 112 with applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent.

Additional Guarantors and Collateral. (a) Promptly (and in any event within forty-five (45) days or such longer period agreed to by the Administrative Agent in its sole discretion) upon any Person becoming a Restricted Subsidiary (other than any Excluded Subsidiary), including any Unrestricted Subsidiary becoming a Restricted Subsidiary or ceasing to be an Excluded Subsidiary, the Borrower Parent shall cause such Subsidiary to (ix) become a Guarantor by executing and delivering to the Administrative Agent for the benefit of the Secured Parties all documents reasonably requested by the Administrative Agent, which may include (Ai) an amendment to the Guaranty or joinder in the form attached thereto, if such Subsidiary is not already a party thereto, joining such Subsidiary as a party thereto, (Bii) an amendment to the Security Agreement or joinder in the form attached thereto, if such Subsidiary is not already a party thereto, joining such Subsidiary as a party thereto, together with the documentation required by clauses (A) through (E) of Section 4.01(a)(vi), 4.01(a)(vii) and (Ciii) a Perfection Certificate and the documentation required by clauses (v), (vi) and (viiviii) of Section 4.01(a) hereof in respect of such Subsidiary and (D) a joinder to any Intercreditor Agreement then in effect and (iiy) take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the Security Agreement to be duly perfected to the extent required thereby in accordance with applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent.

Additional Guarantors and Collateral. (a) Promptly (and in Within 60 days of the determination that any event within forty-five days or such longer period agreed to by the Administrative Agent in its sole discretion) upon any Person becoming Restricted Subsidiary has become a Restricted Significant Subsidiary (other than any Excluded Subsidiary), including ) or of any Unrestricted Significant Subsidiary becoming a Restricted that was an Excluded Subsidiary or ceasing to be an Excluded SubsidiarySubsidiary (as such 60-day deadline may be extended by the Administrative Agent in its reasonable discretion), the Top Borrower shall cause such Significant Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent for the benefit of the Secured Parties Lenders all documents reasonably requested by the Administrative Agent, which may include (Ai) an amendment or joinder to the Guaranty or joinder in the form attached theretoGuaranty, if such Subsidiary is not already a party thereto, joining such Subsidiary as a party thereto, (Bii) with respect to any Domestic Subsidiary, an amendment or joinder to the Security Agreement or joinder in the form attached theretoAgreement, if such Subsidiary is not already a party thereto, joining such Subsidiary as a party thereto, together with the documentation required by clauses subsection (A), (B), (C), (D) through and (E) of Section 4.01(a)(vi4.01(a)(iv), (Ciii) [reserved]with respect to any Subsidiary of the Co-Borrower organized under the laws of Canada or any province or territory thereof (other than any Excluded Subsidiary), an amendment or joinder to the Canadian Collateral Documents, if such Subsidiary is not already a Perfection Certificate party thereto, joining such Subsidiary as a party thereto, together with (x) agreed forms of PPSA financing statements, naming the applicable Subsidiary as the debtor, and the Administrative Agent on behalf of the Secured Parties, as the secured party, (y) PPSA financing change statements necessary to release all Liens and other rights of any Person securing any existing Liens (other than Permitted Liens) and (z) the documentation required by clauses subsection (C), (D) and (E) of Section 4.01(a)(iv), (iv) if reasonably requested by the Administrative Agent, legal opinions in form and substance reasonably satisfactory to the Administrative Agent and (v) the documentation required by subsections (vi) and (vii) of Section 4.01(a) in respect of such Subsidiary and (D) a joinder to any Intercreditor Agreement then in effect and (ii) take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the Security Agreement to be duly perfected to the extent required thereby in accordance with applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral AgentRestricted Subsidiary.

Additional Guarantors and Collateral. (a) Promptly (and in any event within forty-five days or such longer period agreed to by the Administrative Agent in its sole discretion) upon any Person becoming a Restricted Subsidiary (other than any Excluded Subsidiary), including any Unrestricted Subsidiary becoming a Restricted Subsidiary or ceasing to be an Excluded Subsidiary, the Borrower Parent shall cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent for the benefit of the Secured Parties all documents reasonably requested by the Administrative Agent, which may include (A) an amendment to the Guaranty or joinder in the form attached thereto, if such Subsidiary is not already a party thereto, joining such Subsidiary as a party thereto, (B) an amendment to the Security Agreement or joinder in the form attached thereto, if such Subsidiary is not already a party thereto, joining such Subsidiary as a party thereto, together with the documentation required by clauses (A) through (E) of Section 4.01(a)(vi), ) and (C) a Perfection Certificate and the documentation required by clauses (v) and (vii) of Section 4.01(a) in respect of such Subsidiary and (D) a joinder to any Intercreditor Agreement then in effect and (ii) take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the Security Agreement to be duly perfected to the extent required thereby in accordance with applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent.