Common use of Additional Guarantors and Collateral Clause in Contracts

Additional Guarantors and Collateral. (a) Effective upon any Domestic Subsidiary (other than an Unrestricted Subsidiary or SPC) which was not a Material Subsidiary on the Funding Date (either because it was not a Subsidiary on the Funding Date or because it did not on the Funding Date meet the other criteria of a Material Subsidiary) becoming a Material Subsidiary, the Borrower shall cause such Domestic Subsidiary within ten Business Days to (i) execute and deliver to the Administrative Agent for the benefit of the Secured Creditors a joinder to the Subsidiary Guaranty and (ii) pledge to the Administrative Agent for the benefit of the Secured Creditors a first priority security interest in (A) all personal property owned by such Person pursuant to a security or pledge agreement substantially similar to the US Security Agreement or, as applicable US Pledge Agreement (or pursuant to a joinder agreement to the US Security Agreement or US Pledge Agreement in form satisfactory to the Administrative Agent) and (B) all real property (including leasehold interests) having a fair market value in excess of $5,000,000 owned by such Person pursuant to a Mortgage in form satisfactory to the Administrative Agent (and in connection therewith deliver the related items referred to in Section 5.18). The Borrower shall promptly notify the Administrative Agent at any time at which any Domestic Subsidiary becomes a Material Subsidiary.

Additional Guarantors and Collateral. (a) Effective upon any Domestic Subsidiary (other than an Unrestricted Subsidiary or SPC) which was not a Material Subsidiary on the Funding Restatement Date (either because it was not a Subsidiary on the Funding Restatement Date or because it did not on the Funding Restatement Date meet the other criteria of a Material Subsidiary) becoming a Material Subsidiary, the Borrower shall cause such Domestic Subsidiary within ten Business Days to (i) execute and deliver to the Administrative Agent for the benefit of the Secured Creditors a joinder to the Subsidiary Guaranty and (ii) pledge to the Administrative Agent for the benefit of the Secured Creditors a first priority security interest in (A) all personal property owned by such Person pursuant to a security or pledge agreement substantially similar to the US Security Agreement or, as applicable US Pledge Agreement (or pursuant to a joinder agreement to the US Security Agreement or US Pledge Agreement in form satisfactory to the Administrative Agent) and (B) all real property (including leasehold interests) having a fair market value in excess of $5,000,000 owned by such Person pursuant to a Mortgage in form satisfactory to the Administrative Agent (and in connection therewith deliver the related items referred to in Section 5.18)Agent. The Borrower shall promptly notify the Administrative Agent at any time at which any Domestic Subsidiary becomes a Material Subsidiary.

Additional Guarantors and Collateral. (a) Effective upon any Domestic Subsidiary (other than an Unrestricted Subsidiary or SPC) which was is not a Material Subsidiary on the Funding Date date hereof (either because it was is not a Subsidiary on the Funding Date date hereof or because it did does not on the Funding Date date hereof meet the other criteria of a Material Subsidiary) becoming a Material Subsidiary, the Borrower shall cause such Domestic Subsidiary within ten Business Days (or, solely with respect to any subsidiary of the Target which, giving effect to the Acquisition, is a Domestic Subsidiary which is a Material Subsidiary, within 45 days after the Initial Borrowing Date) to (i) execute and deliver to the Administrative Agent for the benefit of the Secured Creditors a joinder to the Subsidiary Guaranty and (ii) pledge to the Administrative Agent for the benefit of the Secured Creditors a first priority security interest in (A) all personal property owned by such Person pursuant to a security or pledge agreement substantially similar to the US Security Agreement or, as applicable US Pledge Agreement (or pursuant to a joinder agreement to the US Security Agreement or US Pledge Agreement in form satisfactory to the Administrative Agent) and (B) all real property (including leasehold interests) having a fair market value in excess of $5,000,000 owned by such Person pursuant to a Mortgage in form satisfactory to the Administrative Agent (and in connection therewith deliver the related items referred to in Section 5.18)Agent. The Borrower shall promptly notify the Administrative Agent at any time at which any Domestic Subsidiary becomes a Material Subsidiary.

Additional Guarantors and Collateral. (a) Effective upon any Domestic Subsidiary (other than an Unrestricted Subsidiary or SPC) which was not a Material Subsidiary on the Funding Effective Date (either because it was not a Subsidiary on the Funding Effective Date or because it did not on the Funding Effective Date meet the other criteria of a Material Subsidiary) becoming a Material Subsidiary, the Borrower shall cause such Domestic Subsidiary within ten Business Days (or, solely with respect to any subsidiary of the Target which, giving effect to the Acquisition, is a Domestic Subsidiary which is a Material Subsidiary, within 45 days after the Initial Borrowing Date) to (i) execute and deliver to the Administrative Agent for the benefit of the Secured Creditors a joinder to the Subsidiary Guaranty and (ii) pledge to the Administrative Agent for the benefit of the Secured Creditors a first priority security interest in (A) all personal property owned by such Person pursuant to a security or pledge agreement substantially similar to the US Security Agreement or, as applicable US Pledge Agreement (or pursuant to a joinder agreement to the US Security Agreement or US Pledge Agreement in form satisfactory to the Administrative Agent) and (B) all real property (including leasehold interests) having a fair market value in excess of $5,000,000 owned by such Person pursuant to a Mortgage in form satisfactory to the Administrative Agent (and in connection therewith deliver the related items referred to in Section 5.18)Agent. The Borrower shall promptly notify the Administrative Agent at any time at which any Domestic Subsidiary becomes a Material Subsidiary.