Common use of Additional Material Subsidiaries Clause in Contracts

Additional Material Subsidiaries. Within 30 days following each June 30 and December 31 during the term of this Agreement, cause each Subsidiary (whether a Domestic Subsidiary or a Foreign Subsidiary) that became a Material Subsidiary during the six-month period ended on such date to become a Guarantor by executing and delivering to Lender a counterpart of the Guaranty or such other documentation as Lender will deem appropriate for such purpose, and deliver such other documents, instruments, and agreements as Lender reasonably requests; provided, that a Foreign Subsidiary which is a Material Subsidiary shall not be required to execute a Guaranty for so long as (and only for so long as) such execution would result in material and adverse tax consequences to Borrower or such Foreign Subsidiary. If Borrower determines that the execution and delivery by a Foreign Subsidiary of a Guaranty would result in material and adverse tax consequences to Borrower or such Foreign Subsidiary, Borrower shall deliver to Lender, (a) on or prior to the date such Foreign Subsidiary would otherwise be required to execute and deliver such Guaranty, a written explanation of such material and adverse tax consequences in detail reasonably satisfactory to Lender, and (b) within 30 days following each June 30 and December 31 thereafter, a written explanation that the conditions that would result in such material and adverse tax consequences if such Foreign Subsidiary were to execute a Guaranty are continuing, in detail reasonably satisfactory to Lender.