Common use of Additional Loan Parties Clause in Contracts

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Material Subsidiary of any Loan Party, and promptly thereafter (and in any event within thirty (30) days or such longer period as the Administrative Agent may agree): (a) cause any such Person which is a Domestic Subsidiary that is a Wholly Owned Subsidiary and not an Immaterial Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Facility Guaranty (or a counterpart or supplement thereto), (ii) xxxxx x Xxxx on such Person’s assets to secure the Obligations to the extent required by, and subject to the limitations set forth in, the Security Documents, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and, if reasonably requested by the Administrative Agent, customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)); and (b) if any Equity Interests or Indebtedness of such Person are owned by any Loan Party, such Loan Party shall pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) to the extent and in the manner and format required by the Pledge Agreement or the Security Agreement; provided that, in the case of any such Person that is a Foreign Subsidiary that is a CFC no more than 66% of the total combined voting power of all classes of stock entitled to vote in or of such Person shall be pledged or similarly hypothecated pursuant to this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise permitted by this Agreement.

Additional Loan Parties. (a) Notify the Administrative Agent at the time that promptly after any Person becomes a Material Domestic Subsidiary that is a direct Wholly Owned Subsidiary of any Domestic Loan PartyParty (other than any Immaterial Subsidiary, CFC or Subsidiary of a CFC), and promptly thereafter (and in any event within thirty (30) days or such longer period as the Administrative Agent Agents may agree): ), (a) cause any such Person which is a Domestic Subsidiary that is a direct Wholly Owned Subsidiary and not an (other than any Immaterial Subsidiary, CFC or Subsidiary of a CFC) to (i) become a Domestic Borrower or Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, and, in the case of a Guarantor, a Facility Guaranty (or a counterpart or supplement thereto), (ii) xxxxx x Xxxx to the Administrative Agent on such Person’s assets to secure the Obligations to the extent required by, and subject to the limitations set forth in, by the Security Documents, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii), (iv), (xvii) and (ivxviii) of Section 4.01(a) and, if reasonably requested by the Administrative Agent, customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)); , and (b) if any Equity Interests or Indebtedness of such Person are owned by any Domestic Loan Party, such Domestic Loan Party shall pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC or a Subsidiary of a CFC, the Equity Interests of such Subsidiary will not be required to the extent and be pledged), in the manner and format required by the Pledge Agreement or the Security Agreement; provided that, in the case no Equity Interests of any such Person that Foreign Subsidiary which is not a Foreign Subsidiary that is a CFC no more than 66% of the total combined voting power of all classes of stock entitled to vote in or of such Person Loan Party shall be pledged or similarly hypothecated pursuant required to this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise permitted by this Agreementpledged.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Material Subsidiary of any Loan PartySubsidiary, and promptly thereafter (and in any event within thirty fifteen (3015) days or such longer period as the Administrative Agent may agree): (a) days), cause any such Person which is a Domestic Subsidiary that is a Wholly Owned Subsidiary and not an Immaterial Subsidiary (a) to (i) become a Guarantor Loan Party by executing and delivering to the Administrative Agent a Facility Guaranty (Joinder to this Agreement or a counterpart of the Facility Guaranty or supplement thereto)such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to the Collateral Agent on such Person’s assets to secure the Obligations to the extent required by, and subject to the limitations set forth in, the Security DocumentsObligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and, if reasonably requested by the Administrative Agent, customary and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)); , and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, such Loan Party shall to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) to the extent and in the manner and format required by the Pledge Agreement or the Security Agreement; provided except that, in the case of any if such Person that Subsidiary is a Foreign CFC, the Equity Interests of such Subsidiary that is a CFC no more than 66to be pledged may be limited to 65% of the total combined outstanding voting power of all classes of stock entitled to vote in or Equity Interests of such Person shall Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be pledged extended based on local law or similarly hypothecated pursuant practice), in each case in form, content and scope reasonably satisfactory to this Section 6.12the Administrative Agent. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this AgreementAgreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Material Subsidiary, whether such Person shall be an Excluded Subsidiary (and if so, pursuant to which clause or clauses of any Loan Partythe definition thereof), and promptly thereafter (and in any event within thirty (30) days or such longer period as the Administrative Agent may agree): (a) 30 days), cause any such Person which is a Domestic Subsidiary that is a Wholly Owned Subsidiary and not an Immaterial Subsidiary to Excluded Subsidiary, (i) to become a Guarantor Loan Party and xxxxx x Xxxx to the Collateral Agent on such Person’s assets of the types constituting Collateral to secure the Obligations by executing and delivering to the Administrative Agent a joinder to each of the Security Agreement and the Facility Guaranty and such other documents (or a counterpart or supplement thereto)including, to the extent applicable, Mortgages and Related Real Estate Collateral Security Agreements) as the Administrative Agent shall deem appropriate for such purpose and by complying with the Term Loan Priority Collateral Requirements with respect to any Material Real Estate Assets and Material Related Collateral Locations, (ii) xxxxx x Xxxx on such Person’s assets to secure the Obligations to the extent required by, and subject to the limitations set forth in, the Security Documents, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiSections 4.01(g) and (iv4.01(k) of Section 4.01(a) the Existing Credit Agreement and, if reasonably requested by upon the Administrative Agent’s reasonable request, customary favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)); sentence) and (biii) if any Equity Interests or Indebtedness of such Person are is owned by or on behalf of any Loan PartyParty in an amount greater than or equal to $10,000,000 individually or in the aggregate, such Loan Party shall to pledge such Equity Interests Indebtedness and promissory notes evidencing such Indebtedness (if any) Indebtedness, in each case in form, content and scope reasonably satisfactory to the extent and in the manner and format required by the Pledge Agreement or the Security Agreement; provided that, in the case of any such Person that is a Foreign Subsidiary that is a CFC no more than 66% of the total combined voting power of all classes of stock entitled to vote in or of such Person shall be pledged or similarly hypothecated pursuant to this Section 6.12Administrative Agent. In no event shall compliance with this Section 6.12 5.12 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 5.12 if such transaction was not otherwise expressly permitted by this Agreement.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Material Subsidiary of any Loan Party, and promptly thereafter (and in any event within thirty (30) days or such longer period as the Administrative Agent may agree): (a) days), cause any such Person (a) which is not a Domestic Subsidiary that is a Wholly Owned Subsidiary and not an Immaterial Subsidiary CFC, to (i) become a Guarantor Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty (or a counterpart or supplement thereto)such other documents as the Agent shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to the Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations to the extent required by, and subject to the limitations set forth in, the Security DocumentsObligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a), 4.01(k) and, if reasonably requested by the Administrative Agent, customary and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)); , and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, such Loan Party shall to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if any) such Subsidiary is a CFC that is not joined as a Loan Party, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary as and to the extent a pledge of any greater percentage would have material negative tax implications on the Loan Parties, and in the manner and format required by the Pledge Agreement such time period may be extended based on local law or the Security Agreement; provided thatpractice), in each case in form, content and scope reasonably satisfactory to the case of any such Person that is a Foreign Subsidiary that is a CFC no more than 66% of the total combined voting power of all classes of stock entitled to vote in or of such Person shall be pledged or similarly hypothecated pursuant to this Section 6.12Agent. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this AgreementAgreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person (x) becomes a Material Subsidiary of any Loan Party(other than an Immaterial Subsidiary), and in each case promptly thereafter (and in any event within thirty fifteen (3015) days or such longer period as the Administrative Agent may agree): (a) days), cause any such Person (a) which is not a Domestic Subsidiary that is a Wholly Owned Subsidiary and not an Immaterial Subsidiary CFC, to (i) become a Guarantor Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty (or a counterpart or supplement thereto)such other documents as the Agent shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to the Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations to the extent required by, and subject to the limitations set forth in, the Security DocumentsObligations, and (iii) iii deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and, if reasonably requested by the Administrative Agent, customary and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)); , and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, such Loan Party shall to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) to the extent and in the manner and format required by the Pledge Agreement or the Security Agreement; provided except that, in the case of any if such Person that is a Foreign Subsidiary that is a CFC no more than 66% that is not joined as a Loan Party, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) of the total combined outstanding voting power of all classes of stock entitled to vote in or Equity Interests of such Person shall Subsidiary and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be pledged extended based on local law or similarly hypothecated pursuant practice), in each case in form, content and scope reasonably satisfactory to this Section 6.12the Agent. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this AgreementAgreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent at the time that any Person (x) becomes a Material Subsidiary of any Loan Party(other than an Immaterial Subsidiary), and in each case promptly thereafter (and in any event within thirty fifteen (3015) days or such longer period as the Administrative Agent may agree): (a) days), cause any such Person (a) which is not a Domestic Subsidiary that is a Wholly Owned Subsidiary and not an Immaterial Subsidiary CFC, to (i) become a Guarantor Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty (or a counterpart or supplement thereto)such other documents as the Agent shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to the Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations to the extent required by, and subject to the limitations set forth in, the Security DocumentsObligations, and (iii) iii deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and, if reasonably requested by the Administrative Agent, customary and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)); , and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, such Loan Party shall to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) to the extent and in the manner and format required by the Pledge Agreement or the Security Agreement; provided except that, in the case of any if such Person that is a Foreign Subsidiary that is a CFC no more than 66% that is not joined as a Loan Party, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) of the total combined outstanding voting power of all classes of stock entitled to vote in or Equity Interests of such Person shall Subsidiary and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be pledged extended based on local law or similarly hypothecated pursuant practice), in each case in form, content and scope reasonably satisfactory to this Section 6.12the Agent. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent Consentconsent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement.Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base. Section 6.13

Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Material Subsidiary, whether such Person shall be an Excluded Subsidiary (and if so, pursuant to which clause or clauses of any Loan Partythe definition thereof), and promptly thereafter (and in any event within thirty (30) days or such longer period as the Administrative Agent may agree): (a) 30 days), cause any such Person which is a Domestic Subsidiary that is a Wholly Owned Subsidiary and not an Immaterial Subsidiary to Excluded Subsidiary, (i) to become a Guarantor Loan Party and xxxxx x Xxxx to the Collateral Agent on such Person’s assets of the types constituting Collateral to secure the Obligations by executing and delivering to the Administrative Agent a joinder to each of the Security Agreement and the Facility Guaranty (or a counterpart or supplement thereto)and such other documents as the Administrative Agent shall deem appropriate for such purpose, (ii) xxxxx x Xxxx on such Person’s assets to secure the Obligations to the extent required by, and subject to the limitations set forth in, the Security Documents, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiSections 4.01(h) and (iv) of Section 4.01(a4.01(l) and, if reasonably requested by upon the Administrative Agent’s reasonable request, customary favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)); sentence) and (biii) if any Equity Interests or Indebtedness of such Person are is owned by or on behalf of any Loan PartyParty in an amount greater than or equal to $10,000,000 individually or in the aggregate, such Loan Party shall to pledge such Equity Interests Indebtedness and promissory notes evidencing such Indebtedness (if any) Indebtedness, in each case in form, content and scope reasonably satisfactory to the extent and in the manner and format required by the Pledge Agreement or the Security Agreement; provided that, in the case of any such Person that is a Foreign Subsidiary that is a CFC no more than 66% of the total combined voting power of all classes of stock entitled to vote in or of such Person shall be pledged or similarly hypothecated pursuant to this Section 6.12Administrative Agent. In no event shall compliance with this Section 6.12 5.12 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 5.12 if such transaction was not otherwise expressly permitted by this Agreement.