Common use of Additional Guarantors and Collateral Clause in Contracts

Additional Guarantors and Collateral. (a) Effective upon any Domestic Subsidiary which is not, as of the date hereof, a Material Subsidiary becoming a Material Subsidiary or a Subsidiary Borrower, the Borrower shall cause such Domestic Subsidiary to, within fifteen (15) Business Days, or such longer period as the Administrative Agent may agree, (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 Collateral Agent for the benefit of the Secured Creditors a first priority security interest in substantially all personal property owned by such Person pursuant to security documents substantially similar to the Security Documents. Notwithstanding the foregoing, a Domestic Subsidiary which is not a Wholly-Owned Subsidiary and which would otherwise be required by the foregoing to become a guarantor and pledgor shall not be obligated to do so for so long as it is prohibited from doing so by its charter, bylaws or other constituent documents or by the contractual terms of its joint venture or other agreement with the minority shareholders of such Domestic Subsidiary. The Borrower shall promptly notify the Administrative Agent of (i) the time at which any such Domestic Subsidiary becomes a Material Subsidiary, (ii) where appropriate, of the applicability of the preceding sentence to a Domestic Subsidiary which is a Material Subsidiary and (iii) where applicable, of the preceding sentence ceasing to be a basis for such Domestic Subsidiary not becoming a guarantor and pledgor as provided above.

Additional Guarantors and Collateral. (a) Effective upon any Domestic Subsidiary (which is not, as of the date hereof, a Material Subsidiary Subsidiary) becoming a Material Subsidiary (other than any SPC) or a Subsidiary Borrower, the Borrower shall cause such Domestic Subsidiary to, within fifteen thirty (1530) Business Daysdays, or such longer period as the Administrative Agent may agree, after the delivery of the financial statements pursuant to Section 5.01(a) or (b) for the fiscal period at the end of which such Subsidiary becomes a Material Subsidiary (or, in the case of a Material Subsidiary acquired in a Permitted Acquisition, within thirty (30) days, or such longer period as the Administrative Agent may agree, after the closing of such Permitted Acquisition), (i) execute and deliver to the Administrative Agent for the benefit of the Secured Creditors a joinder to this Agreement (in the case of any Subsidiary Borrower) or the Subsidiary Guaranty (in the case of any Subsidiary Guarantor) and (ii) pledge to the Collateral Agent for the benefit of the Secured Creditors a first priority security interest in substantially all personal property owned by such Person pursuant to, and to the extent required by, security documents substantially similar to the Security Documents. Notwithstanding the foregoing, (i) a Domestic Subsidiary which is not a Wholly-Owned Subsidiary and which would otherwise be required by the foregoing to become a guarantor and pledgor shall not be obligated to do so for so long as it is prohibited from doing so by its charter, bylaws or other constituent documents or by the contractual terms of its joint venture or other agreement with the minority shareholders of such Domestic Subsidiary, (ii) a Domestic Subsidiary which is a Subsidiary of a Foreign Subsidiary shall not be obligated to become a guarantor or a pledgor, and (iii) an SPC shall not be obligated to become a guarantor or pledgor. The Borrower shall promptly notify the Administrative Agent of (i) the time at which any such Domestic Subsidiary (other than any SPC) becomes a Material Subsidiary, (ii) where appropriate, of the applicability of the preceding sentence to a Domestic Subsidiary which is a Material Subsidiary and (iii) where applicable, of the preceding sentence ceasing to be a basis for such Domestic Subsidiary not becoming a guarantor and pledgor as provided above.

Additional Guarantors and Collateral. (a) Effective upon any Domestic Subsidiary which is not, as of the date hereof, a Material Subsidiary becoming a Material Subsidiary or a Subsidiary Borrower, the Borrower shall cause such Domestic Subsidiary to, within fifteen thirty (1530) Business Daysdays, or such longer period as the Administrative Agent may agree, after the delivery of the financial statements pursuant to Section 5.01(a) or (b) for the fiscal period at the end of which such Subsidiary becomes a Material Subsidiary (or, in the case of a Material Subsidiary acquired in a Permitted Acquisition, within thirty (30) days, or such longer period as the Administrative Agent may agree, after the closing of such Permitted Acquisition), (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 Collateral Agent for the benefit of the Secured Creditors a first priority security interest in substantially all personal property owned by such Person pursuant to, and to the extent required by, security documents substantially similar to the Security Documents. Notwithstanding the foregoing, (i) a Domestic Subsidiary which is not a Wholly-Owned Subsidiary and which would otherwise be required by the foregoing to become a guarantor and pledgor shall not be obligated to do so for so long as it is prohibited from doing so by its charter, bylaws or other constituent documents or by the contractual terms of its joint venture or other agreement with the minority shareholders of such Domestic SubsidiarySubsidiary and (ii) a Domestic Subsidiary which is a Subsidiary of a Foreign Subsidiary shall not be obligated to become a guarantor or a pledgor. The Borrower shall promptly notify the Administrative Agent of (i) the time at which any such Domestic Subsidiary becomes a Material Subsidiary, (ii) where appropriate, of the applicability of the preceding sentence to a Domestic Subsidiary which is a Material Subsidiary and (iii) where applicable, of the preceding sentence ceasing to be a basis for such Domestic Subsidiary not becoming a guarantor and pledgor as provided above.