Common use of Additional Subsidiaries Clause in Contracts

Additional Subsidiaries. If any additional Restricted Subsidiary is formed or acquired after the Effective Date, including, without limitation, upon the formation of any Subsidiary that is a Divided Delaware LLC and is not otherwise an Excluded Subsidiary, the Borrower will, within 60 days (or such longer period as the Administrative Agent shall reasonably agree) after such newly formed or acquired Restricted Subsidiary is formed or acquired (unless such Subsidiary is an Excluded Subsidiary and not otherwise required under the Loan Documents), notify the Administrative Agent thereof, and all actions (if any) required to be taken with respect to such newly formed or acquired Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary, the assets of such Subsidiary and with respect to any Equity Interest in such Subsidiary owned by or on behalf of any Loan Party within 60 days after such formation or acquisition (or such longer period as the Administrative Agent shall reasonably agree); provided that any designation of an Unrestricted Subsidiary as a Restricted Subsidiary or any Restricted Subsidiary ceasing to be an Excluded Subsidiary shall constitute the formation or acquisition of a Restricted Subsidiary for purposes of this Section 5.11.

Additional Subsidiaries. If any additional Restricted Subsidiary is formed or acquired after the Effective Closing Date, including, without limitation, upon the formation of any Subsidiary that is a Divided Delaware LLC and is not otherwise an Excluded Subsidiary, the Borrower Holdings will, within 60 90 days (or or, in each case, such longer period as the Administrative Agent Agents shall reasonably agree) after such newly formed or acquired Restricted Subsidiary is formed or acquired (unless such Subsidiary is an Excluded Subsidiary and not otherwise required under the Loan DocumentsDocuments to become a Loan Party), notify the Administrative Agent Agents thereof, and all actions (if any) required to be taken with respect to such newly formed or acquired Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary, the assets of such Subsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Loan Party within 60 90 days after such formation or acquisition (or such longer period as the Administrative Agent Agents shall reasonably agree); provided that any designation of an Unrestricted Subsidiary as a Restricted Subsidiary or any Restricted Subsidiary ceasing to be an Excluded Subsidiary shall constitute the formation or acquisition of a Restricted Subsidiary for purposes of this Section 5.115.13.

Additional Subsidiaries. If any additional Restricted Subsidiary (other than an Excluded Subsidiary if the Equity Interests in such Excluded Subsidiary and any Indebtedness of such Excluded Subsidiary are, in each case, excluded from the Collateral and Guarantee Requirement) is formed or acquired or any existing Subsidiary ceases to be an Excluded Subsidiary after the Effective Closing Date, including, without limitation, upon then the formation of any Subsidiary that is a Divided Delaware LLC and is not otherwise an Excluded Subsidiary, the Borrower Company will, as promptly as practicable and, in any event, within 60 sixty (60) days (or such longer period as the Administrative Agent shall reasonably agreemay, in its sole discretion, agree to in writing) after such newly formed or acquired Restricted Subsidiary is formed or acquired (unless such Subsidiary is or ceases to be an Excluded Subsidiary and not otherwise required under the Loan Documents)Subsidiary, notify the Administrative Agent thereof, thereof and all actions (if anya) required to be taken with respect to any such newly formed or acquired Subsidiary in order (other than an Excluded Subsidiary), cause such Subsidiary to satisfy the Collateral and Guarantee Requirement, to the extent applicable and (b) cause each Loan Party to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary, the assets of such Subsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any such Loan Party within 60 days after such formation or acquisition (or such longer period as Party. Notwithstanding the Administrative Agent foregoing no Receivables Entity shall reasonably agree); provided that any designation of an Unrestricted Subsidiary as a Restricted Subsidiary or any Restricted Subsidiary ceasing be required to be an Excluded Subsidiary shall constitute satisfy the formation or acquisition of a Restricted Subsidiary for purposes of this Section 5.11Collateral and Guarantee Requirement.

Additional Subsidiaries. (a) If any additional Restricted Subsidiary is formed or acquired (or otherwise becomes a Designated Subsidiary, including as a result of a redesignation in accordance with Section 5.13) after the Effective Date, including, without limitation, upon the formation of any Subsidiary that is a Divided Delaware LLC and is not otherwise an Excluded Subsidiary, then the Borrower will, as promptly as practicable thereafter and, in any event, within 60 45 days (or such longer period as the Administrative Agent shall reasonably agreemay, in its sole discretion, agree to in writing) after such newly formed or acquired Restricted Subsidiary is formed or acquired (unless such Subsidiary is an Excluded Subsidiary and not or otherwise required under the Loan Documentsbecomes a Designated Subsidiary), notify the Administrative Agent thereof, thereof and all actions (if any) required to be taken with respect to such newly formed or acquired Subsidiary in order to satisfy cause the Collateral and Guarantee Requirement shall have been taken to be satisfied with respect to such Restricted Subsidiary (if it is a Designated Subsidiary, the assets of such Subsidiary ) and with respect to any Equity Interest in or Indebtedness of such Restricted Subsidiary owned by or on behalf of any Loan Party within 60 days after such formation or acquisition Party, in each case subject to Section 9.14. (or such longer period b) The Borrower may designate any Restricted Subsidiary that is not a CFC meeting the criteria set forth in clause (b) of the definition of the term “Designated Subsidiary” as the Administrative Agent shall reasonably agree)a Designated Subsidiary; provided that any designation of an Unrestricted the Collateral and Guarantee Requirement shall have been satisfied with respect to such Restricted Subsidiary as a if such Restricted Subsidiary or any Restricted is a Person that becomes a Designated Subsidiary ceasing to be an Excluded Subsidiary shall constitute after the formation or acquisition of a Restricted Subsidiary for purposes of this Section 5.11Effective Date.

Additional Subsidiaries. If any additional Restricted Subsidiary is formed or acquired after the Effective Date, Date (including, without limitation, upon the formation of any Restricted Subsidiary that is a Divided Delaware LLC and is not otherwise Division Successor) or ceases to be an Excluded Subsidiary, the Borrower will, within 60 90 days (or such longer period as the Administrative Agent shall reasonably agree) after such newly formed or acquired Restricted Subsidiary is formed or acquired (unless such Restricted Subsidiary is an Excluded Subsidiary and not otherwise required under the Loan DocumentsSubsidiary), notify the Administrative Collateral Agent thereof, and will and will cause such Restricted Subsidiary and the other Loan Parties to take all actions (if any) required to be taken with respect to such newly formed or acquired Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary, the assets of such Restricted Subsidiary and with respect to any Equity Interest in or Indebtedness of such Restricted Subsidiary owned by or on behalf of any Loan Party within 60 90 days after such formation or acquisition notice (or such longer period as the Administrative Collateral Agent shall reasonably agree); provided that any designation of an Unrestricted Subsidiary as a Restricted Subsidiary or any Restricted Subsidiary ceasing . Notwithstanding anything to be an Excluded Subsidiary shall constitute the formation or acquisition of a Restricted Subsidiary for purposes of contrary herein, from and after the Collateral Trigger Event Date (but subject to the time limitations set forth above in this Section 5.11), so long as any Notes Obligations are outstanding, the Borrower shall ensure that at all times each Subsidiary that is an issuer or a guarantor of the Convertible Notes is also a Loan Party.

Additional Subsidiaries. If any additional Restricted Subsidiary is formed or acquired after the Effective Date, including, without limitation, upon the formation of any Subsidiary that is a Divided Delaware LLC and is not otherwise an Excluded Subsidiary, the Borrower will, within 60 30 days (or such longer period as the Administrative Agent shall reasonably agree) after such newly formed or acquired Restricted Subsidiary is formed or acquired (unless such Subsidiary is an Excluded Subsidiary and not otherwise required under the Loan Documents), notify the Administrative Agent thereof, and all actions (if any) required to be taken with respect to such newly formed or acquired Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary, the assets of such Subsidiary and with respect to any Equity Interest in such Subsidiary owned by or on behalf of any Loan Party within 60 30 days after such formation or acquisition (or such longer period as the Administrative Agent shall reasonably agree); provided that any designation of an Unrestricted Subsidiary as a Restricted Subsidiary or any Restricted Subsidiary ceasing to be an Excluded Subsidiary shall constitute the formation or acquisition of a Restricted Subsidiary for purposes of this Section 5.11.

Additional Subsidiaries. If any additional Restricted Subsidiary is formed or acquired after the Effective Date, including, without limitation, upon the formation of any Subsidiary that is a Divided Delaware LLC STX and is not otherwise an Excluded Subsidiary, the Borrower will, will (a) within 60 days ten Business Days after such Subsidiary is formed or acquired (or such longer period as the Administrative Agent shall reasonably agreemay agree in its discretion), notify the Administrative Agent and the Lenders thereof and (b) within 30 Business Days after such newly formed or acquired Restricted Subsidiary is formed or acquired (unless or, if such Subsidiary is an Excluded a Foreign Subsidiary, within 60 Business Days after such Foreign Subsidiary and not otherwise required under the Loan Documents), notify the Administrative Agent thereof, and all actions (if any) required to be taken with respect to such newly is formed or acquired Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary, the assets of such Subsidiary and with respect to any Equity Interest in such Subsidiary owned by or on behalf of any Loan Party within 60 days after such formation or acquisition (or such longer period as the Administrative Agent shall reasonably agreemay agree in its discretion); ), cause the Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is a Subsidiary Loan Party), provided that any designation if the Administrative Agent determines, after consultation with the Borrower, that (i) such additional Subsidiary providing a Guarantee would violate the law of an Unrestricted the jurisdiction where such Subsidiary as is organized or would result in a Restricted material adverse tax consequence to such additional Subsidiary or any Restricted (ii) the cost to STX, the Borrower and the Subsidiaries of such additional Subsidiary ceasing providing a Guarantee would be excessive in view of the related benefits to be an Excluded received by the Lenders, then STX and the Borrower shall not be required to cause the Guarantee Requirement to be satisfied with respect to such additional Subsidiary (and such additional Subsidiary shall constitute the formation or acquisition of not be a Restricted Subsidiary Loan Party for purposes of this Section 5.11Agreement and the other Loan Documents).

Additional Subsidiaries. If any additional Restricted Subsidiary is formed or acquired after the Effective Date, including, without limitation, upon the formation of any Subsidiary that is a Divided Delaware LLC STX and is not otherwise an Excluded Subsidiary, the Borrower will, will (a) within 60 days ten Business Days after such Subsidiary is formed or acquired (or such longer period as the Administrative Agent shall reasonably agreemay agree in its discretion), notify the Administrative Agent and the Lenders thereof and (b) within 30 Business Days after such newly formed or acquired Restricted Subsidiary is formed or acquired (unless or, if such Subsidiary is an Excluded a Foreign Subsidiary, within 60 Business Days after such Foreign Subsidiary and not otherwise required under the Loan Documents), notify the Administrative Agent thereof, and all actions (if any) required to be taken with respect to such newly is formed or acquired Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary, the assets of such Subsidiary and with respect to any Equity Interest in such Subsidiary owned by or on behalf of any Loan Party within 60 days after such formation or acquisition (or such longer period as the Administrative Agent shall reasonably agreemay agree in its discretion); ), cause the Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is a Subsidiary Loan Party), provided that any designation if the Administrative Agent determines, after consultation with the Borrower, that (i) such additional Subsidiary providing a Guarantee would violate the law of an Unrestricted the jurisdiction where such Subsidiary as is organized or would result in a Restricted material adverse tax consequence to such additional Subsidiary or any Restricted (ii) the cost to STX, the Borrower and the Subsidiaries of such additional Subsidiary ceasing providing a Guarantee would be excessive in view of the related benefits to be an Excluded received by the Lenders, then STX and the Borrower shall not be required to cause the Guarantee Requirement to be satisfied with respect to such additional Subsidiary (and such additional Subsidiary shall constitute the formation or acquisition of not be a Restricted Subsidiary Loan Party for purposes of this Section 5.11Agreement and the other Loan Documents).

Additional Subsidiaries. (a) If any additional Restricted Subsidiary is formed or acquired after the Effective Date, Date (including, without limitation, upon the formation of any Restricted Subsidiary that is a Divided Delaware LLC and is not otherwise an Excluded SubsidiaryDivision Successor), the Parent Borrower will, within 60 90 days (or such longer period as the Administrative Agent shall reasonably agree) after such newly formed or acquired Restricted Subsidiary is formed or acquired (unless such Restricted Subsidiary is an Excluded Subsidiary and not otherwise required under the Loan DocumentsSubsidiary), notify the Administrative Collateral Agent thereof, and will and will cause such Restricted Subsidiary and the other Loan Parties to take all actions (if any) required to satisfy the Collateral and Guarantee Requirement with respect to such Restricted Subsidiary and with respect to any Equity Interest in or Indebtedness of such Restricted Subsidiary owned by or on behalf of any Loan Party within 60 days after such notice (or such longer period as the Collateral Agent shall reasonably agree). (b) Within 90 days (or such longer period as the Administrative Agent may reasonably agree) after the Parent Borrower identifies any new Material Subsidiary or any Restricted Subsidiary that has ceased to be an Excluded Subsidiary pursuant to Section 5.03(b), all actions (if any) required to be taken with respect to such newly formed or acquired Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary, the assets of such Subsidiary and with respect to any Equity Interest in such Subsidiary owned by or on behalf of any Loan Party within 60 days after such formation or acquisition (or such longer period as the Administrative Agent shall reasonably agree); provided that any designation of an Unrestricted Subsidiary as a Restricted Subsidiary or any Restricted Subsidiary ceasing to be an Excluded Subsidiary shall constitute the formation or acquisition of a Restricted Subsidiary for purposes of this Section 5.11.

Additional Subsidiaries. If any additional Restricted Subsidiary is formed or acquired after the Effective Date, including, without limitation, upon the formation of any Subsidiary that is a Divided Delaware LLC and is not otherwise an Excluded Subsidiary, the Borrower will, within 60 days (or such longer period as the Administrative Agent shall reasonably agree) after such newly formed or acquired Restricted Subsidiary is formed or acquired (unless such Subsidiary is an Excluded Subsidiary and not otherwise required under the Loan Documents), notify the Administrative Agent thereof, and all actions (if any) required to be taken with respect to such newly formed or acquired Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been be taken with respect to such Subsidiary, the assets of such Subsidiary and with respect to any the assets, Equity Interest Interests in and Indebtedness of such Subsidiary owned by or on behalf of any Loan Party within 60 days after such formation or acquisition (or such longer period as the Administrative Agent shall reasonably agree); provided that any designation of an Unrestricted Subsidiary as a Restricted Subsidiary or any Restricted Subsidiary ceasing to be an Excluded Subsidiary shall constitute the formation or acquisition of a Restricted Subsidiary for purposes of this Section 5.11.

Additional Subsidiaries. (a) If any additional Restricted Subsidiary or Intermediate Parent is formed or acquired after the Effective Date, Date (including, without limitation, upon the formation of any Restricted Subsidiary that is a Divided Delaware LLC and is not otherwise an Excluded SubsidiaryDivision Successor), Holdings or the Parent Borrower will, within 60 90 days after such newly formed or acquired Restricted Subsidiary or Intermediate Parent is formed or acquired (unless such Restricted Subsidiary is an Excluded Subsidiary), notify the Administrative Agent thereof, and will cause such Restricted Subsidiary or Intermediate Parent to satisfy the Collateral and Guarantee Requirement with respect to such Restricted Subsidiary or Intermediate Parent and with respect to any Equity Interest in or Indebtedness of such Restricted Subsidiary or Intermediate Parent owned by or on behalf of any Loan Party within 30 days after such notice (or such longer period as the Administrative Agent shall reasonably agree). (b) Within 90 days (or such longer period as the Administrative Agent may reasonably agree) after such newly formed Holdings or acquired the Parent Borrower identifies any new Material Subsidiary or any Restricted Subsidiary is formed or acquired (unless such Subsidiary is that has ceased to be an Excluded Subsidiary and not otherwise required under the Loan Documentspursuant to Section 5.03(b), notify the Administrative Agent thereof, and all actions (if any) required to be taken with respect to such newly formed or acquired Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary, the assets of such Subsidiary and with respect to any Equity Interest in such Subsidiary owned by or on behalf of any Loan Party within 60 days after such formation or acquisition (or such longer period as the Administrative Agent shall reasonably agree); provided that any designation of an Unrestricted Subsidiary as a Restricted Subsidiary or any Restricted Subsidiary ceasing to be an Excluded Subsidiary shall constitute the formation or acquisition of a Restricted Subsidiary for purposes of this Section 5.11.

Additional Subsidiaries. (a) If any additional Restricted Subsidiary is formed or acquired after the Effective Date, Date (including, without limitation, upon the formation of any Restricted Subsidiary that is a Divided Delaware LLC and is not otherwise an Excluded SubsidiaryDivision Successor), the Parent Borrower will, within 60 90 days (or such longer period as the Administrative Agent shall reasonably agree) after such newly formed or acquired Restricted Subsidiary is formed or acquired (unless such Restricted Subsidiary is an Excluded Subsidiary and not otherwise required under the Loan DocumentsSubsidiary), notify the Administrative Collateral Agent thereof, and will and will cause such Restricted Subsidiary and the other Loan Parties to take all actions (if any) required to satisfy the Collateral and Guarantee Requirement with respect to such Restricted Subsidiary and with respect to any Equity Interest in or Indebtedness of such Restricted Subsidiary owned by or on behalf of any Loan Party within 60 days after such notice (or such longer period as the Collateral Agent shall reasonably agree). (b) Within 90 days (or such longer period as the Administrative Agent may reasonably agree) after Holdings or the Parent Borrower identifies any new Material Subsidiary or any Restricted Subsidiary that has ceased to be an Excluded Subsidiary pursuant to Section 5.03(b), all actions (if any) required to be taken with respect to such newly formed or acquired Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary, the assets of such Subsidiary and with respect to any Equity Interest in such Subsidiary owned by or on behalf of any Loan Party within 60 days after such formation or acquisition (or such longer period as the Administrative Agent shall reasonably agree); provided that any designation of an Unrestricted Subsidiary as a Restricted Subsidiary or any Restricted Subsidiary ceasing to be an Excluded Subsidiary shall constitute the formation or acquisition of a Restricted Subsidiary for purposes of this Section 5.11.

Additional Subsidiaries. If Subject to the Agreed Security Principles, if any additional Restricted Subsidiary is formed or acquired after the Effective Closing Date, includingincluding in connection with the Cristal Acquisition, without limitation, upon the formation of any Subsidiary that is a Divided Delaware LLC and is not otherwise an Excluded Subsidiary, the Borrower Holdings will, within 60 90 days (or or, in each case, such longer period as the Administrative Agent shall reasonably agree) after such newly formed or acquired Restricted Subsidiary is formed or acquired (unless such Subsidiary is an Excluded Subsidiary and not otherwise required under the Loan DocumentsDocuments to become a Loan Party), notify the Administrative Agent thereof, and all actions (if any) required to be taken with respect to such newly formed or acquired Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary, the assets of such Subsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Loan Party within 60 90 days after such formation or acquisition (or such longer period as the Administrative Agent shall reasonably agree, including in relation to an Australian Restricted Subsidiary); provided that any designation of an Unrestricted Subsidiary as a Restricted Subsidiary or any Restricted Subsidiary ceasing to be an Excluded Subsidiary shall constitute the formation or acquisition of a Restricted Subsidiary for purposes of this Section 5.115.13.

Additional Subsidiaries. If any additional Restricted Designated Subsidiary is formed or acquired acquired. after the Effective Date, including, without limitation, upon the formation of Date (or any Excluded Subsidiary that is becomes a Divided Delaware LLC and is not otherwise an Excluded Designated Subsidiary), the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any event within 60 30 days or, with respect to Mortgaged Property held by such Designated Subsidiary and specifically the items required by subsection (e) of the definition of Collateral and Guarantee Requirement relating thereto, 90 days (or such longer period as the Administrative Agent shall reasonably agreemay agree in writing) after such newly formed or acquired Restricted Designated Subsidiary is formed or acquired (unless such Subsidiary is an or any Excluded Subsidiary and not otherwise required under the Loan Documents), notify the Administrative Agent thereof, and all actions (if anybecomes a Designated Subsidiary) required to be taken with respect to such newly formed or acquired Subsidiary in order to satisfy cause the Collateral and Guarantee Requirement shall have been taken to be satisfied with respect to such Subsidiary, the assets of such Designated Subsidiary and with respect to any Equity Interest Interests in or Indebtedness of such Designated Subsidiary owned by or on behalf of any Loan Party within 60 days after Party. Upon execution and delivery thereof, each such formation or acquisition Person (or i) shall automatically become a Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such longer period as capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent shall reasonably agree); provided that and the Secured Parties, in any designation property of an Unrestricted Subsidiary as a Restricted Subsidiary or any Restricted Subsidiary ceasing to be an Excluded Subsidiary shall constitute the formation or acquisition of a Restricted Subsidiary for purposes of this Section 5.11such Loan Party which constitutes Collateral.

Additional Subsidiaries. If any additional Restricted Domestic Subsidiary (other than an Exempt Subsidiary) is formed or acquired after the Effective DateClosing Date and such Subsidiary is a Significant Subsidiary or if any Domestic Subsidiary (other than an Exempt Subsidiary) becomes a Significant Subsidiary, including, without limitation, upon the formation of or if any Exempt Subsidiary that is a Divided Delaware LLC and is not otherwise Significant Subsidiary ceases to be an Excluded Exempt Subsidiary, the Borrower willwill notify the Administrative Agent in writing thereof within ten Business Days after the date on which such Domestic Subsidiary is formed or acquired, within 60 days becomes a Significant Subsidiary or ceases to be an Exempt Subsidiary, as applicable, and the Borrower will cause such Domestic Subsidiary to execute and deliver the Guarantee Agreement (or otherwise become a party thereto in the manner provided therein) and each Security Document (or otherwise become a party thereto in the manner provided therein) within thirty days after the date on which such longer period Subsidiary is formed or acquired, becomes a Significant Subsidiary or ceases to be an Exempt Subsidiary, as applicable, together with such documents, certificates and legal opinions and take such other actions as the Administrative Agent shall reasonably agree) after such newly formed or acquired Restricted Subsidiary is formed or acquired (unless such Subsidiary is an Excluded Subsidiary and not otherwise required under the Loan Documents), notify the Administrative Agent thereof, and all actions (if any) required to be taken with respect to such newly formed or acquired Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary, the assets of such Subsidiary and with respect to any Equity Interest in such Subsidiary owned by or on behalf of any Loan Party within 60 days after such formation or acquisition (or such longer period as the Administrative Agent shall reasonably agree); provided that any designation of an Unrestricted Subsidiary as a Restricted Subsidiary or any Restricted Subsidiary ceasing to be an Excluded Subsidiary shall constitute the formation or acquisition of a Restricted Subsidiary for purposes of this Section 5.11require.

Additional Subsidiaries. If any additional Restricted Subsidiary is formed or acquired after the Effective Date, including, without limitation, upon the formation of any Subsidiary that is a Divided Delaware LLC and is not otherwise an Excluded Subsidiary, the Borrower will, within 60 6030 days (or such longer period as the Administrative Agent shall reasonably agree) after such newly formed or acquired Restricted Subsidiary is formed or acquired (unless such Subsidiary is an Excluded Subsidiary and not otherwise required under the Loan Documents), notify the Administrative Agent thereof, and all actions (if any) required to be taken with respect to such newly formed or acquired Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary, the assets of such Subsidiary and with respect to any Equity Interest in such Subsidiary owned by or on behalf of any Loan Party within 60 6030 days after such formation or acquisition (or such longer period as the Administrative Agent shall reasonably agree); provided that any designation of an Unrestricted Subsidiary as a Restricted Subsidiary or any Restricted Subsidiary ceasing to be an Excluded Subsidiary shall constitute the formation or acquisition of a Restricted Subsidiary for purposes of this Section 5.11.