Common use of Additional Material Subsidiaries Clause in Contracts

Additional Material Subsidiaries. (a) Promptly upon any Domestic Subsidiary becoming a Material Subsidiary, the Borrower will (i) cause such Domestic Subsidiary to guarantee the obligations under the Loan Documents, pursuant to a Guarantee substantially in the form of the Guarantee Agreement or otherwise reasonably satisfactory to the Administrative Agent, (ii) cause the obligations under the Loan Documents to be secured be a perfected first-priority lien on all of the personal property of such Domestic Subsidiary, pursuant to a Security Agreement, a Pledge Agreement and other documents and instruments consistent with those delivered under Sections 4.01(c), (d) and (e), (iii) cause all outstanding Equity Interests of such Domestic Subsidiary owned directly or indirectly by any Loan Party to be subject to a perfected first-priority Lien, pursuant to a Pledge Agreement and (iv) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article IV or as the Administrative Agent shall have reasonably requested. (b) Promptly upon any Foreign Subsidiary becoming a Material Subsidiary (provided that the Borrower shall have up to 30 days after the date hereof to perfect the pledge of 65% of the Equity Interests of Dynamic Graphics Ltd. under the laws of the United Kingdom), the Borrower and each other Material Subsidiary will (i) cause all of the Equity Interests of such Foreign Subsidiary to be pledged and delivered (or, in the case of adverse tax consequences for the Borrower or the Subsidiaries, (x) if such Equity Interests are held directly by a Domestic Subsidiary, cause 65% of the voting Equity Interests of such Foreign Subsidiary to be pledged and delivered and (y) if such Equity Interests are held directly by a Foreign Subsidiary, cause the highest percentage of such Equity Interests that shall not create adverse tax consequences for the Borrower or the Subsidiaries to be pledged and delivered) to the Administrative Agent for its benefit and the ratable benefit of the Lenders, pursuant to a Pledge Agreement and (ii) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article IV or as the Administrative Agent shall have reasonably requested.

Additional Material Subsidiaries. (a) Promptly upon any Domestic Subsidiary becoming a Material Subsidiary, the Borrower will (i) cause such Domestic Subsidiary to guarantee the obligations under the Loan Documents, pursuant to a Guarantee substantially in the form of the Guarantee Agreement or otherwise reasonably satisfactory to the Administrative Agent, (ii) cause the obligations under the Loan Documents to be secured be a perfected first-priority lien on all of the personal property of such Domestic Subsidiary, pursuant to a Security Agreement, a Pledge Agreement and other documents and instruments consistent with those delivered under Sections 4.01(c5.01(c), (d) and (e), (iii) cause all outstanding Equity Interests of such Domestic Subsidiary owned directly or indirectly by any Loan Party to be subject to a perfected first-priority Lien, pursuant to a Pledge Agreement and (iv) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article IV V or as the Administrative Agent shall have reasonably requested. (b) Promptly upon any Foreign Subsidiary becoming a Material Subsidiary (provided that the Borrower shall have up to 30 days after the date hereof to perfect the pledge of 65% of the Equity Interests of Dynamic Graphics Ltd. under the laws of the United Kingdom)Subsidiary, the Borrower and each other Material Subsidiary will (i) cause all of the Equity Interests of such Foreign Subsidiary to be pledged and delivered (or, in the case of adverse tax consequences for the Borrower or the Subsidiaries, (x) if such Equity Interests are held directly by a Domestic Subsidiary, cause 65% of the voting Equity Interests of such Foreign Subsidiary to be pledged and delivered and (y) if such Equity Interests are held directly by a Foreign Subsidiary, cause the highest percentage of such Equity Interests that shall not create adverse tax consequences for the Borrower or the Subsidiaries to be pledged and delivered) to the Administrative Agent for its benefit and the ratable benefit of the Lenders, pursuant to a Pledge Agreement and (ii) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article IV V or as the Administrative Agent shall have reasonably requested.

Additional Material Subsidiaries. (a) Promptly upon any Domestic Subsidiary becoming a Material Subsidiary, the Borrower will (i) cause such Domestic Subsidiary to guarantee the obligations under the Loan Documents, pursuant to a Guarantee substantially in the form of the Guarantee Agreement or otherwise reasonably satisfactory to the Administrative Agent, (ii) cause the obligations under the Loan Documents to be secured be a perfected first-priority lien on all of the personal property of such Domestic Subsidiary, pursuant to a the Security Agreement, a the Pledge Agreement and other documents and instruments consistent with those delivered under Sections 4.01(c5.01(c), (d) and (e), (iii) cause all outstanding Equity Interests of such Domestic Subsidiary owned directly or indirectly by any Loan Party to be subject to a perfected first-priority Lien, pursuant to a the Pledge Agreement and (iv) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article IV V or as the Administrative Agent shall have reasonably requested. (b) Promptly upon any Foreign Subsidiary becoming a Material Subsidiary (provided that the Borrower shall have up to 30 days after the date hereof to perfect the pledge of 65% of the Equity Interests of Dynamic Graphics Ltd. under the laws of the United Kingdom)Subsidiary, the Borrower and each other Material Subsidiary will (i) cause all of the Equity Interests of such Foreign Subsidiary to be pledged and delivered (or, in the case of adverse tax consequences for the Borrower or the Subsidiaries, (x) if such Equity Interests are held directly by a Domestic Subsidiary, cause 65% of the voting Equity Interests of such Foreign Subsidiary to be pledged and delivered and (y) if such Equity Interests are held directly by a Foreign Subsidiary, cause the highest percentage of such Equity Interests that shall not create adverse tax consequences for the Borrower or the Subsidiaries to be pledged and delivered) to the Administrative Agent for its benefit and the ratable benefit of the Lenders, pursuant to a the Pledge Agreement and (ii) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article IV V or as the Administrative Agent shall have reasonably requested.

Additional Material Subsidiaries. (a) Promptly upon any Domestic Subsidiary becoming a Material SubsidiaryDomestic Subsidiary after the Second Amendment and Restatement Effective Date, the Parent Borrower will (i) cause such Domestic Subsidiary to guarantee the obligations under the Loan DocumentsObligations, pursuant to a Guarantee substantially in the form of the Guarantee Agreement or otherwise reasonably satisfactory to the Administrative Agent, (ii) if the Collateral Release Date has not occurred (x) cause the obligations under the Loan Documents Obligations to be secured be by a perfected first-priority lien on all of the personal property of such Domestic Subsidiary, pursuant to a Security Agreement, a Pledge Agreement and other such documents and instruments including Uniform Commercial Code financing statements required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded so that the Administrative Agent, for its benefit and the ratable benefit of the Lenders, shall have a legal, valid and enforceable perfected first-priority Lien on the Collateral (and subject to any limitations and exceptions consistent with those delivered under Sections 4.01(c), (dcontained in any such documents or instruments) and (e), (iiiy) cause all outstanding Equity Interests Capital Stock of such Domestic Subsidiary owned directly or indirectly by any Loan Party to be subject to a perfected first-priority Lien, pursuant to a Pledge Agreement and (iviii) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article IV or as the Administrative Agent shall have reasonably requested. (b) Promptly upon any Foreign Subsidiary becoming a Material Subsidiary (provided that the Borrower shall have up to 30 days after the date hereof Second Amendment and Restatement Effective Date and prior to perfect the pledge of 65% of the Equity Interests of Dynamic Graphics Ltd. under the laws of the United Kingdom)Collateral Release Date, the Parent Borrower and each other Material Domestic Subsidiary will (i) cause all of the Equity Interests Capital Stock of such Foreign Subsidiary owned by the Parent Borrower and the Material Domestic Subsidiaries to be pledged and delivered (or, in the case of adverse tax consequences for the Borrower or the Subsidiaries, (x) if such Equity Interests are held directly by a Domestic Subsidiary, cause provided that no more than 65% of the outstanding voting Equity Interests Capital Stock of such any Foreign Subsidiary to owned by the Parent Borrower and the Material Domestic Subsidiaries shall be pledged and delivered and (y) if such Equity Interests are held directly by a Foreign Subsidiary, cause the highest percentage of such Equity Interests that shall not create adverse tax consequences for the Borrower or the Subsidiaries required to be pledged and delivered) to the Administrative Agent for its benefit and the ratable benefit of the Lenders, pursuant to a Pledge Agreement (or other agreement reasonably satisfactory to the Administrative Agent) and (ii) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article IV or as the Administrative Agent shall have reasonably requested.

Additional Material Subsidiaries. (a) Promptly upon any Domestic Subsidiary becoming a Material SubsidiaryDomestic Subsidiary after the First Borrowing Date, the Borrower will (i) cause such Domestic Subsidiary to guarantee the obligations under the Loan DocumentsObligations, pursuant to a Guarantee substantially in the form of the Guarantee Agreement or otherwise reasonably satisfactory to the Administrative Agent, (ii) cause the obligations under the Loan Documents Obligations to be secured be by a perfected first-priority lien on all of the personal property of such Domestic Subsidiary, pursuant to a Security Agreement, a Pledge Agreement and other documents and instruments consistent with those delivered under Sections 4.01(c4.02(c), (d) and (e) (and subject to any limitations and exceptions consistent with those contained in any such documents or instruments), (iii) cause all outstanding Equity Interests Capital Stock of such Domestic Subsidiary owned directly or indirectly by any Loan Party to be subject to a perfected first-priority Lien, pursuant to a Pledge Agreement and (iv) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article IV or as the Administrative Agent shall have reasonably requested. (b) Promptly upon any Foreign Subsidiary becoming a Material Subsidiary (provided that the Borrower shall have up to 30 days after the date hereof to perfect the pledge of 65% of the Equity Interests of Dynamic Graphics Ltd. under the laws of the United Kingdom)First Borrowing Date, the Borrower and each other Material Domestic Subsidiary will (i) cause all of the Equity Interests Capital Stock of such Foreign Subsidiary owned by the Borrower and the Material Domestic Subsidiaries to be pledged and delivered (or, in the case of adverse tax consequences for the Borrower or the Subsidiaries, (x) if such Equity Interests are held directly by a Domestic Subsidiary, cause provided that no more than 65% of the outstanding voting Equity Interests Capital Stock of such any Foreign Subsidiary to be pledged and delivered and (y) if such Equity Interests are held directly owned by a Foreign Subsidiary, cause the highest percentage of such Equity Interests that shall not create adverse tax consequences for the Borrower or and the Material Domestic Subsidiaries shall be required to be pledged and delivered) to the Administrative Agent for its benefit and the ratable benefit of the Lenders, pursuant to a Pledge Agreement (or other agreement reasonably satisfactory to the Administrative Agent) and (ii) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article IV or as the Administrative Agent shall have reasonably requested.

Additional Material Subsidiaries. (a) Promptly upon any Domestic Subsidiary becoming a Material SubsidiarySubsidiary after the Effective Date but excluding, in any event, the CRL Trust, the Parent and the Borrower will (i) cause such Domestic Subsidiary to guarantee the obligations under the Loan DocumentsObligations, pursuant to a Guarantee substantially in the form of the Guarantee Agreement or otherwise reasonably satisfactory to the Administrative Agent, (ii) cause the obligations under the Loan Documents Obligations to be secured be by a perfected first-priority lien on all of the personal property of such Domestic Subsidiary, pursuant to a Security Agreement, a Pledge Agreement and other documents and instruments consistent with those delivered under Sections 4.01(c), (d) and (e) (and subject to any limitations and exceptions consistent with those contained in any such documents or instruments), (iii) cause all outstanding Equity Interests Capital Stock of such Domestic Subsidiary owned directly or indirectly by any Loan Party to be subject to a perfected first-priority Lien, pursuant to a Pledge Agreement and (iv) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article IV or as the Administrative Agent shall have reasonably requested. (b) Promptly upon any Foreign Subsidiary becoming a Material Subsidiary (provided that the Borrower shall have up to 30 days after the date hereof to perfect Effective Date, the pledge of 65% of the Equity Interests of Dynamic Graphics Ltd. under the laws of the United Kingdom)Parent, the Borrower and each other Material Subsidiary will (i) cause all of the Equity Interests Capital Stock of such Foreign Subsidiary to be pledged and delivered (or, in the case of adverse tax consequences for the Borrower or the SubsidiariesConsolidated Entities, (x) if such Equity Interests are Capital Stock is held directly by a Domestic Subsidiary, cause 65% of the voting Equity Interests Capital Stock of such Foreign Subsidiary to be pledged and delivered and (y) if such Equity Interests are Capital Stock is held directly by a Foreign Subsidiary, cause the highest percentage of such Equity Interests Capital Stock that shall not create adverse tax consequences for the Borrower or the Subsidiaries Consolidated Entities to be pledged and delivered) to the Administrative Agent for its benefit and the ratable benefit of the Lenders, pursuant to a Pledge Agreement (or other agreement reasonably satisfactory to the Administrative Agent) and (ii) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article IV or as the Administrative Agent shall have reasonably requested.