Common use of Additional Subsidiary Borrowers Clause in Contracts

Additional Subsidiary Borrowers. The Borrowers will cause each of their Domestic Subsidiaries, whether newly formed, after acquired or otherwise existing, to promptly (and in any event within thirty (30) days after such Domestic Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Borrower hereunder by way of execution of a Joinder Agreement. In connection therewith, the Borrowers shall give notice to the Administrative Agent not less than fifteen (15) days prior to creating a Subsidiary, or acquiring the Capital Stock of any other Person. The Borrowers’ Obligations shall be secured by, among other things, a first priority perfected security interest in the Collateral of the Additional Borrower and a pledge of 100% of the Capital Stock of the Additional Borrower and its Domestic Subsidiaries and 65% (or such higher percentage that would not result in material adverse tax consequences for such Additional Borrower) of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries. In connection with the foregoing, the Borrowers shall deliver to the Administrative Agent, with respect to each Additional Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b)-(f) and such other documents or agreements as the Administrative Agent may reasonably request. A Subsidiary that is formed or acquired after the Closing Date shall only be deemed a “Borrower”, a “Subsidiary Borrower” or a “Subsidiary” under this Agreement, and each of the other agreements contemplated hereby, on and after the date such Subsidiary becomes a party to this Agreement.

Additional Subsidiary Borrowers. The Borrowers will cause each of their Domestic SubsidiariesCompany may, whether newly formedat any time and from time to time, after acquired or otherwise existing, to promptly (and in any event within thirty (30) days after such designate a Domestic Subsidiary that is formed a wholly-owned Subsidiary of the Company (or, with the prior written consent of each Lender (which consent shall not be unreasonably withheld), that is a Subsidiary of which the Company owns, directly or acquired (or such longer period indirectly, more than 80% of time the voting Equity Interests), as agreed to a Subsidiary Borrower, in each case by the Administrative Agent in its reasonable discretion)) become a Borrower hereunder by way of execution of a Joinder Agreement. In connection therewith, the Borrowers shall give notice delivery to the Administrative Agent not less than fifteen (15) days prior to creating of a SubsidiaryBorrower Joinder Agreement executed by such Domestic Subsidiary and by the Company, or acquiring the Capital Stock and upon such delivery such Domestic Subsidiary shall for all purposes of any other Person. The Borrowers’ Obligations shall this Agreement be secured by, among other things, a first priority perfected security interest in the Collateral of the Additional Subsidiary Borrower and a pledge of 100% of the Capital Stock of the Additional Borrower and its Domestic Subsidiaries and 65% (or such higher percentage that would not result in material adverse tax consequences for such Additional Borrower) of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries. In connection with the foregoing, the Borrowers shall deliver to the Administrative Agent, with respect to each Additional Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b)-(f) and such other documents or agreements as the Administrative Agent may reasonably request. A Subsidiary that is formed or acquired after the Closing Date shall only be deemed a “Borrower”, a “Subsidiary Borrower” or a “Subsidiary” under this Agreement, and each of the other agreements contemplated hereby, on and after the date such Subsidiary becomes a party to this Agreement. Any Subsidiary Borrower shall continue to be a Subsidiary Borrower until the Company shall have executed and delivered to the Administrative Agent a Borrower Termination Agreement with respect to such Subsidiary Borrower, whereupon such Subsidiary Borrower shall cease to be a Subsidiary Borrower hereunder. Notwithstanding the preceding sentence, (a) no Borrower Joinder Agreement shall become effective as to any such Domestic Subsidiary if it shall be unlawful for such Domestic Subsidiary to become a Subsidiary Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Domestic Subsidiary as provided herein and (b) no Borrower Termination Agreement shall become effective as to any Subsidiary Borrower until all Loans made to and all amounts payable by such Subsidiary Borrower in respect of LC Disbursements, interest and/or fees (and, to the extent notified by the Administrative Agent or any Lender, any other amounts payable under any Loan Document by such Subsidiary Borrower) shall have been paid in full, provided that such Borrower Termination Agreement shall be effective to terminate the right of such Subsidiary Borrower to request or receive further extensions of credit under this Agreement. As soon as practicable upon receipt of a Borrower Joinder Agreement, the Administrative Agent shall send a copy thereof to each Lender.

Additional Subsidiary Borrowers. The Borrowers will cause each of their Domestic Subsidiaries, whether newly formed, after acquired or otherwise existing, Company may at any time and from time to promptly (and in time designate any event within thirty (30) days after such Domestic Subsidiary that is formed a wholly-owned Subsidiary of the Company (or, with the prior written consent of each Lender (which consent shall not be unreasonably withheld), that is a Subsidiary of which the Company owns, directly or acquired (indirectly, more than 80% of the voting Equity Interests) as a Subsidiary Borrower by delivery to the Administrative Agent of a Borrower Joinder Agreement executed by such Subsidiary and the Company; provided, that no Subsidiary may be designated as a Subsidiary Borrower or borrow hereunder if it shall be unlawful for such longer period Subsidiary so to borrow or for any Lender to lend to such subsidiary. As soon as practicable upon receipt thereof, the Administrative Agent will post a copy of time as agreed such Borrower Joinder Agreement to the Lenders. Each Borrower Joinder Agreement shall become effective on the date ten Business Days after it has been posted by the Administrative Agent to the Lenders (subject to the receipt by any Lender of any information reasonably requested by it not later than the third Business Day after the posting date of such Borrower Joinder Agreement under the Patriot Act or other “know-your-customer” laws), unless prior thereto the Administrative Agent shall have received written notice from any Lender (a) that it is unlawful under Federal or applicable state or foreign law for such Lender to make Loans or otherwise extend credit to or do business with such Subsidiary as provided herein or (b) that extending credit under this Agreement to such Subsidiary, or to Persons in its reasonable discretionthe jurisdiction in which such Subsidiary is located generally, would be likely to expose such Lender to materially adverse tax, regulatory or legal consequences, taking into account the provisions of Sections 2.15 and 2.17 (a “Notice of Objection”)) , in which case such Borrower Joinder Agreement shall not become effective until such time as such Lender withdraws such Notice of Objection or ceases to be a Lender hereunder pursuant to Section 2.19(b). Upon the effectiveness of a Borrower hereunder by way of execution of a Joinder Agreement. In connection therewithAgreement as provided in the preceding sentence, the Borrowers applicable Subsidiary shall give notice for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement until the Company shall have executed and delivered to the Administrative Agent not less than fifteen (15) days prior to creating a Subsidiary, or acquiring the Capital Stock of any other Person. The Borrowers’ Obligations shall be secured by, among other things, a first priority perfected security interest in the Collateral of the Additional Borrower and a pledge of 100% of the Capital Stock of the Additional Borrower and its Domestic Subsidiaries and 65% (or such higher percentage that would not result in material adverse tax consequences for such Additional Borrower) of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries. In connection with the foregoing, the Borrowers shall deliver to the Administrative Agent, Termination Agreement with respect to each Additional Borrower to the extent applicablesuch Subsidiary, substantially the same documentation required pursuant to Sections 4.1(b)-(f) and such other documents or agreements as the Administrative Agent may reasonably request. A Subsidiary that is formed or acquired after the Closing Date shall only be deemed a “Borrower”, a “Subsidiary Borrower” or a “Subsidiary” under this Agreement, and each of the other agreements contemplated hereby, on and after the date whereupon such Subsidiary becomes shall cease to be a Subsidiary Borrower and a party to this Agreement. Notwithstanding the preceding sentence, no Borrower Termination Agreement will become effective as to any Subsidiary Borrower until all Loans made to and all amounts payable by such Subsidiary Borrower in respect of LC Disbursements, interest and/or fees (and, to the extent notified by the Administrative Agent or any Lender, any other amounts payable under any Loan Document by such Subsidiary Borrower) shall have been paid in full; provided, that such Borrower Termination Agreement shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement.

Additional Subsidiary Borrowers. The Borrowers will cause each of their Domestic Subsidiaries, whether newly formed, after acquired or otherwise existing, Company may at any time and from time to promptly (and in time designate any event within thirty (30) days after such Domestic Subsidiary that is formed a wholly-owned Subsidiary of the Company (or, with the prior written consent of each Lender (which consent shall not be unreasonably withheld), that is a Subsidiary of which the Company owns, directly or acquired (indirectly, more than 80% of the voting Equity Interests) as a Subsidiary Borrower by delivery to the Administrative Agent of a Borrower Joinder Agreement executed by such Subsidiary and the Company; provided, that no Subsidiary may be designated as a Subsidiary Borrower or borrow hereunder if it shall be unlawful for such longer period Subsidiary so to borrow or for any Lender to lend to such subsidiary. As soon as practicable upon receipt thereof, the Administrative Agent will post a copy of time as agreed such Borrower Joinder Agreement to the Lenders. Each Borrower Joinder Agreement shall become effective on the date ten Business Days after it has been posted by the Administrative Agent to the Lenders (subject to the receipt by any Lender of any information reasonably requested by it not later than the third Business Day after the posting date of such Borrower Joinder Agreement under the Patriot Act or other “know-your-customer” laws), unless prior thereto the Administrative Agent shall have received written notice from any Lender (a) that it is unlawful under Federal or applicable state or foreign law for such Lender to make Loans or otherwise extend credit to or do business with such Subsidiary as provided herein or (b) that extending credit under this Agreement to such Subsidiary, or to Persons in its reasonable discretionthe jurisdiction in which such Subsidiary is located generally, would be likely to expose such Lender to materially adverse tax, regulatory or legal consequences, taking into account the provisions of Sections 2.15 and 2.17 (a “Notice of Objection”)) , in which case such Borrower Joinder Agreement shall not become effective until such time as such Lender withdraws such Notice of Objection or ceases to be a Lender hereunder pursuant to Section 2.19(b). Upon the effectiveness of a Borrower hereunder by way of execution of a Joinder Agreement. In connection therewithAgreement as provided in the preceding sentence, the Borrowers applicable Subsidiary shall give notice for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement until the Company shall have executed and delivered to the Administrative Agent not less than fifteen (15) days prior to creating a Subsidiary, or acquiring the Capital Stock of any other Person. The Borrowers’ Obligations shall be secured by, among other things, a first priority perfected security interest in the Collateral of the Additional Borrower and a pledge of 100% of the Capital Stock of the Additional Borrower and its Domestic Subsidiaries and 65% (or such higher percentage that would not result in material adverse tax consequences for such Additional Borrower) of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries. In connection with the foregoing, the Borrowers shall deliver to the Administrative Agent, Termination Agreement with respect to each Additional Borrower to the extent applicablesuch Subsidiary, substantially the same documentation required pursuant to Sections 4.1(b)-(f) and such other documents or agreements as the Administrative Agent may reasonably request. A Subsidiary that is formed or acquired after the Closing Date shall only be deemed a “Borrower”, a “Subsidiary Borrower” or a “Subsidiary” under this Agreement, and each of the other agreements contemplated hereby, on and after the date whereupon such Subsidiary becomes shall cease to be a Subsidiary Borrower and a party to this Agreement. Notwithstanding the preceding sentence, no Borrower Termination Agreement will become effective as to any Subsidiary Borrower until all Loans made to and all amounts payable by such Subsidiary Borrower in respect of LC Disbursements, interest and/or fees (and, to the extent notified by the Administrative Agent or any Lender, any other amounts payable under any Loan Document by such Subsidiary Borrower) shall have been paid in full, provided that such Borrower Termination Agreement shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement.

Additional Subsidiary Borrowers. The Borrowers will cause each of their Domestic Subsidiaries, whether newly formed, after acquired or otherwise existing, Company may at any time and from time to promptly (and in time designate any event within thirty (30) days after such Domestic Subsidiary that is formed a wholly-owned Subsidiary of the Company (or, with the prior written consent of each Lender (which consent shall not be unreasonably withheld), that is a Subsidiary of which the Company owns, directly or acquired (or indirectly, more than 80% of the voting Equity Interests) as a Subsidiary Borrower by delivery to the Administrative Agent of a Borrower Joinder Agreement executed by such longer period Subsidiary and the Company; provided, that no Subsidiary may borrow hereunder until and unless such Borrower Joinder Agreement shall have become effective as set forth below. As soon as practicable upon receipt thereof, the Administrative Agent will post a copy of time as agreed such Borrower Joinder Agreement to the Lenders. Each Borrower Joinder Agreement shall become effective on the date 10 Business Days after it has been posted by the Administrative Agent to the Lenders (subject to the receipt by any Lender of any information reasonably requested by it not later than the third Business Day after the posting date of such Borrower Joinder Agreement under the Patriot Act or other “know-your-customer” laws), unless prior thereto the Administrative Agent shall have received written notice (a “Notice of Objection”) from any Lender (a) that it is unlawful under Federal or applicable state or foreign law for such Lender to make Loans or otherwise extend credit to or do business with such Subsidiary as provided herein or (b) that extending credit under this Agreement to such Subsidiary, or to Persons in its reasonable discretionthe jurisdiction in which such Subsidiary is located generally, would be likely to expose such Lender to materially adverse tax, regulatory or legal consequences, taking into account the provisions of Sections 2.15 and 2.17, in which case such Borrower Joinder Agreement shall not become effective until such time as such Lender withdraws such Notice of Objection or ceases to be a Lender hereunder pursuant to Section 2.19(b)) become . Upon the effectiveness of a Borrower hereunder by way of execution of a Joinder Agreement. In connection therewithAgreement as provided in the preceding sentence, the Borrowers applicable Subsidiary shall give notice for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement until the Company shall have executed and delivered to the Administrative Agent not less than fifteen (15) days prior to creating a Subsidiary, or acquiring the Capital Stock of any other Person. The Borrowers’ Obligations shall be secured by, among other things, a first priority perfected security interest in the Collateral of the Additional Borrower and a pledge of 100% of the Capital Stock of the Additional Borrower and its Domestic Subsidiaries and 65% (or such higher percentage that would not result in material adverse tax consequences for such Additional Borrower) of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries. In connection with the foregoing, the Borrowers shall deliver to the Administrative Agent, Termination Agreement with respect to each Additional Borrower to the extent applicablesuch Subsidiary, substantially the same documentation required pursuant to Sections 4.1(b)-(f) and such other documents or agreements as the Administrative Agent may reasonably request. A Subsidiary that is formed or acquired after the Closing Date shall only be deemed a “Borrower”, a “Subsidiary Borrower” or a “Subsidiary” under this Agreement, and each of the other agreements contemplated hereby, on and after the date whereupon such Subsidiary becomes shall cease to be a Subsidiary Borrower and a party to this Agreement. Notwithstanding the preceding sentence, no Borrower Termination Agreement will become effective as to any Subsidiary Borrower until all Loans made to and all amounts payable by such Subsidiary Borrower in respect of LC Disbursements, interest and/or fees (and, to the extent notified by the Administrative Agent or any Lender, any other amounts payable under any Loan Document by such Subsidiary Borrower) shall have been paid in full; provided, that such Borrower Termination Agreement shall be effective to terminate the right of such Subsidiary Borrower to obtain further Loans or Letters of Credit under this Agreement.

Additional Subsidiary Borrowers. The Borrowers will shall (i) cause each any Domestic Subsidiary of their Domestic Subsidiariesany Borrower which commences a voluntary case under the Bankruptcy Code to file the relevant petition for relief under the Bankruptcy Code in the same venue as the Chapter 11 Cases, whether newly formedand shall promptly notify Administrative Agent of such filing, after acquired or (ii) apply to the Bankruptcy Court and otherwise existinguse best efforts to have any such voluntary case jointly administered with the Chapter 11 Cases, to and (iii) cause any such Subsidiary promptly (and in any event within thirty (30) days no later than one Business Day after such Domestic Subsidiary is formed or acquired (or such longer period of time as agreed filing) to by the execute and deliver to Administrative Agent a Borrowing Subsidiary Agreement and a counterpart of the Security Agreement (each such Subsidiary being an "Additional Subsidiary Borrower") and to take all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in its reasonable discretion)subsection 4.1J) become a Borrower hereunder by way as may be necessary or, in the opinion of execution Administrative Agent, desirable to create in favor of a Joinder Agreement. In connection therewithAdministrative Agent, for the Borrowers shall give notice to the Administrative Agent not less than fifteen (15) days prior to creating a Subsidiary, or acquiring the Capital Stock benefit of any other Person. The Borrowers’ Obligations shall be secured by, among other thingsLenders, a first priority valid and perfected security interest in the Collateral all of the Additional Borrower personal and a pledge mixed property assets of 100% such Subsidiary described in the applicable forms of the Capital Stock of the Additional Borrower and its Domestic Subsidiaries and 65% (or such higher percentage that would not result in material adverse tax consequences for such Additional Borrower) of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries. In connection Collateral Documents, with the foregoingsame priority as set forth in the Interim Borrowing Order or the Final Borrowing Order, the Borrowers shall deliver to the Administrative Agent, with respect to each Additional Borrower to the extent as applicable, substantially for the same documentation required pursuant to Sections 4.1(b)-(f) and security interests granted by the initial Borrowers hereunder. Upon delivery of such executed Borrowing Subsidiary Agreement by the other documents or agreements as the Administrative Agent may reasonably request. A Subsidiary that Borrowers, notice of which is formed or acquired after the Closing Date shall only be deemed a “Borrower”, a “Subsidiary Borrower” or a “Subsidiary” under this Agreementhereby waived by Borrowers other than Company, and each of the other agreements contemplated herebydocuments referred to in the immediately preceding sentence, on each such Additional Subsidiary Borrower shall be a Borrower and after the date shall be as fully a party hereto as if such Subsidiary becomes were an original signatory hereto as a party to this AgreementBorrower. Each Borrower hereby expressly agrees that its Obligations arising hereunder or under the other Loan Documents shall not be affected or diminished by the addition or release of any Additional Subsidiary Borrower hereunder.

Additional Subsidiary Borrowers. The Borrowers will cause each Company may at any time add as a party to this Agreement a Subsidiary to become a “Subsidiary Borrower” hereunder subject to (a) the consent of their Domestic Subsidiariesthe Administrative Agent, whether newly formed, after acquired or otherwise existing, (b) the receipt of evidence satisfactory to promptly (and in any event within thirty (30) days after such Domestic Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent that such Subsidiary would not, in its capacity as a Borrower hereunder, be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder by such Subsidiary to the Administrative Agent or any Lender unless an exemption from such requirement can be obtained by such Subsidiary (with the reasonable discretion)cooperation of the Administrative Agent and the Lenders) and that no other adverse tax, regulatory or other consequences would affect the Administrative Agent or the Lender as a result of such Subsidiary’s status as a Borrower, (c) the execution and delivery to the Administrative Agent of a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company appearing thereon, (d) unless such Subsidiary is already a Subsidiary Guarantor, the execution and delivery to the Administrative Agent of an executed Supplement to become a Subsidiary Guarantor under the Subsidiary Guaranty in the form of Annex I to Exhibit G-2 (whereupon such Subsidiary shall become a “Subsidiary Guarantor” under this Agreement); provided that no Foreign Subsidiary shall be required to execute and deliver a supplement to the Subsidiary Guaranty if such execution and delivery would cause a Deemed Dividend Problem or a Financial Assistance Problem with respect to such Foreign Subsidiary and (e) the execution and delivery to the Administrative Agent and the Lenders of each other instrument, document and agreement required by Section 5.3. Upon such satisfaction of all such conditions, such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower hereunder by way of execution of a Joinder as fully as if it had executed and delivered this Agreement. In connection therewithSo long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, the Borrowers shall give Company may, by not less than one (1) Business Day’s prior notice to the Administrative Agent not less than fifteen (15) days prior to creating a which shall promptly notify the Lenders thereof), terminate such Subsidiary, or acquiring the Capital Stock of any other Person. The Borrowers’ Obligations shall be secured by, among other things, a first priority perfected security interest in the Collateral of the Additional Borrower and a pledge of 100% of the Capital Stock of the Additional Borrower and its Domestic Subsidiaries and 65% (or such higher percentage that would not result in material adverse tax consequences for such Additional Borrower) of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries. In connection with the foregoing, the Borrowers shall deliver to the Administrative Agent, with respect to each Additional Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b)-(f) and such other documents or agreements ’s status as the Administrative Agent may reasonably request. A Subsidiary that is formed or acquired after the Closing Date shall only be deemed a “Borrower”, a “Subsidiary Borrower” or a “Subsidiary” under this Agreement”; provided, and each of the other agreements contemplated hereby, on and after the date that such Subsidiary becomes shall remain a party Subsidiary Guarantor to this Agreementthe extent necessary to permit the Company to remain in compliance with the Credit Support Requirement as of such date.

Additional Subsidiary Borrowers. The Borrowers will cause each of their Domestic SubsidiariesCompany may, whether newly formedat any time and from time to time, after acquired or otherwise existing, to promptly (and in any event within thirty (30) days after such designate a Domestic Subsidiary that is formed or acquired (or such longer period a wholly-owned Subsidiary of time the Company, with the prior written consent of each Lender, as agreed to a Subsidiary Borrower, in each case by the Administrative Agent in its reasonable discretion)) become a Borrower hereunder by way of execution of a Joinder Agreement. In connection therewith, the Borrowers shall give notice delivery to the Administrative Agent not less than fifteen (15) days prior to creating of a SubsidiaryBorrower Joinder Agreement and a Guarantor Joinder Agreement executed by such Domestic Subsidiary and by the Company, or acquiring the Capital Stock and upon such delivery such Domestic Subsidiary shall for all purposes of any other Person. The Borrowers’ Obligations shall this Agreement be secured by, among other things, a first priority perfected security interest in the Collateral of the Additional Subsidiary Borrower and a pledge of 100% of the Capital Stock of the Additional Borrower and its Domestic Subsidiaries and 65% (or such higher percentage that would not result in material adverse tax consequences for such Additional Borrower) of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries. In connection with the foregoing, the Borrowers shall deliver to the Administrative Agent, with respect to each Additional Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b)-(f) and such other documents or agreements as the Administrative Agent may reasonably request. A Subsidiary that is formed or acquired after the Closing Date shall only be deemed a “Borrower”, a “Subsidiary Borrower” or a “Subsidiary” under this Agreement, and each of the other agreements contemplated hereby, on and after the date such Subsidiary becomes a party to this Agreement. Any Subsidiary Borrower shall continue to be a Subsidiary Borrower until the Company shall have executed and delivered to the Administrative Agent a Borrower Termination Agreement with respect to such Subsidiary Borrower, whereupon such Subsidiary Borrower shall cease to be a Subsidiary Borrower hereunder. Notwithstanding the preceding sentence, (a) no Borrower Joinder Agreement shall become effective as to any such Domestic Subsidiary if it shall be unlawful for such Domestic Subsidiary to become a Subsidiary Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Domestic Subsidiary as provided herein and (b) no Borrower Termination Agreement shall become effective as to any Subsidiary Borrower until all Loans made to and all amounts payable by such Subsidiary Borrower in respect of LC Disbursements, interest and/or fees (and, to the extent notified by the Administrative Agent or any Lender, any other amounts payable under any Loan Document by such Subsidiary Borrower) shall have been paid in full, provided that such Borrower Termination Agreement shall be effective to terminate the right of such Subsidiary Borrower to request or receive further extensions of credit under this Agreement. As soon as practicable upon receipt of a Borrower Joinder Agreement and a Guarantor Joinder Agreement, the Administrative Agent shall send a copy thereof to each Lender.

Additional Subsidiary Borrowers. The Borrowers will cause each Subject to the conditions set forth below, any Subsidiary of their Domestic Subsidiaries, whether newly formed, after acquired or otherwise existing, the Company may become a party to promptly (and in any event within thirty (30) days after this Agreement as a Subsidiary Borrower hereunder. Any such Domestic Subsidiary is formed or acquired (or shall become a party to this Agreement at such longer period of time as agreed to by (a) the Administrative Agent shall have received (i) a supplement to this Agreement (a "Subsidiary Borrower Supplement"), in its reasonable discretion)substantially the form of Exhibit F hereto, duly executed by such Subsidiary, (ii) become a Note for each Bank, duly executed by such Subsidiary, (iii) certified copies of the charter and by-laws (or equivalent documents) of such Subsidiary and of all corporate authority for such Subsidiary (including, without limitation, board of director resolutions and evidence of the incumbency, including specimen signatures, of officers) with respect to the execution, delivery and performance of this Agreement and the Notes and each other document to be delivered by such Subsidiary from time to time in connection herewith and the extensions of credit hereunder, and (iv) a favorable opinion of counsel (which counsel shall be reasonably acceptable as the Administrative Agent) for such Subsidiary with regard to the due organization, power and authority of such Subsidiary to execute and deliver such Subsidiary Borrower hereunder by way Supplement, and the legality, validity, binding effect and enforceability thereof and of execution such Subsidiary's obligations under this Agreement and said Notes, and the obtaining of a Joinder Agreement. In any and all foreign exchange and other governmental approvals required in connection therewith, the Borrowers shall give notice to and (b) the Administrative Agent not less than fifteen shall have accepted such Subsidiary Borrower Supplement (15) days prior to creating a Subsidiary, or acquiring which the Capital Stock of any other Person. The Borrowers’ Obligations Administrative Agent shall be secured by, among other things, a first priority perfected security interest in the Collateral accept upon its receipt of the Additional Borrower documentation required to be delivered pursuant to the foregoing clause (a) in form and a pledge of 100% of the Capital Stock of the Additional Borrower and its Domestic Subsidiaries and 65% (or such higher percentage that would not result in material adverse tax consequences for such Additional Borrower) of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries. In connection with the foregoing, the Borrowers shall deliver substance satisfactory to the Administrative Agent). Upon such receipt and acceptance, with respect to each Additional such Subsidiary shall be a party hereto and shall have the rights and obligations of a Borrower to hereunder and under the extent applicableNotes, substantially the same documentation required pursuant to Sections 4.1(b)-(f) and such other documents or agreements as the Administrative Agent may reasonably request. A Subsidiary that is formed or acquired after shall notify the Closing Date Banks thereof and shall only be deemed a “Borrower”, a “Subsidiary Borrower” or a “deliver to each Bank its Note of such Subsidiary” under this Agreement, and each of the other agreements contemplated hereby, on and after the date such Subsidiary becomes a party to this Agreement.

Additional Subsidiary Borrowers. The Borrowers will cause each of their Domestic SubsidiariesCompany may, whether newly formedat any time and from time to time, after acquired or otherwise existing, to promptly (and in any event within thirty (30) days after such designate a Domestic Subsidiary that is formed a wholly-owned Subsidiary of the Company or acquired that is a Subsidiary of which the Company owns, directly or indirectly, more than 80% of the voting Equity Interests, with the prior written consent of each Lender (or such longer period of time which consent shall not be unreasonably withheld), as agreed to a Subsidiary Borrower, in each case by the Administrative Agent in its reasonable discretion)) become a Borrower hereunder by way of execution of a Joinder Agreement. In connection therewith, the Borrowers shall give notice delivery to the Administrative Agent not less than fifteen (15) days prior to creating of a SubsidiaryBorrower Joinder Agreement and a Guarantor Joinder Agreement executed by such Domestic Subsidiary and by the Company, or acquiring the Capital Stock and upon such delivery such Domestic Subsidiary shall for all purposes of any other Person. The Borrowers’ Obligations shall this Agreement be secured by, among other things, a first priority perfected security interest in the Collateral of the Additional Subsidiary Borrower and a pledge of 100% of the Capital Stock of the Additional Borrower and its Domestic Subsidiaries and 65% (or such higher percentage that would not result in material adverse tax consequences for such Additional Borrower) of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries. In connection with the foregoing, the Borrowers shall deliver to the Administrative Agent, with respect to each Additional Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b)-(f) and such other documents or agreements as the Administrative Agent may reasonably request. A Subsidiary that is formed or acquired after the Closing Date shall only be deemed a “Borrower”, a “Subsidiary Borrower” or a “Subsidiary” under this Agreement, and each of the other agreements contemplated hereby, on and after the date such Subsidiary becomes a party to this Agreement. Any Subsidiary Borrower shall continue to be a Subsidiary Borrower until the Company shall have executed and delivered to the Administrative Agent a Borrower Termination Agreement with respect to such Subsidiary Borrower, whereupon such Subsidiary Borrower shall cease to be a Subsidiary Borrower hereunder. Notwithstanding the preceding sentence, (a) no Borrower Joinder Agreement shall become effective as to any such Domestic Subsidiary if it shall be unlawful for such Domestic Subsidiary to become a Subsidiary Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Domestic Subsidiary as provided herein and (b) no Borrower Termination Agreement shall become effective as to any Subsidiary Borrower until all Loans made to and all amounts payable by such Subsidiary Borrower in respect of LC Disbursements, interest and/or fees (and, to the extent notified by the Administrative Agent or any Lender, any other amounts payable under any Loan Document by such Subsidiary Borrower) shall have been paid in full, provided that such Borrower Termination Agreement shall be effective to terminate the right of such Subsidiary Borrower to request or receive further extensions of credit under this Agreement. As soon as practicable upon receipt of a Borrower Joinder Agreement and a Guarantor Joinder Agreement, the Administrative Agent shall send a copy thereof to each Lender.

Additional Subsidiary Borrowers. The Borrowers will cause each of their Domestic SubsidiariesLoan Party Representative may, whether newly formedat any time and from time to time, after acquired or otherwise existing, to promptly (and in any event within thirty (30) days after such designate a Domestic Subsidiary that is formed or acquired (or such longer period a wholly-owned Subsidiary of time the Parent Borrower, with the prior written consent of each Lender, as agreed to a Subsidiary Borrower, in each case by the Administrative Agent in its reasonable discretion)) become a Borrower hereunder by way of execution of a Joinder Agreement. In connection therewith, the Borrowers shall give notice delivery to the Administrative Agent not less than fifteen (15) days prior to creating of a SubsidiaryBorrower Joinder Agreement executed by such Domestic Subsidiary and by the Loan Party Representative, or acquiring the Capital Stock and upon such delivery such Domestic Subsidiary shall for all purposes of any other Person. The Borrowers’ Obligations shall this Agreement be secured by, among other things, a first priority perfected security interest in the Collateral of the Additional Subsidiary Borrower and a pledge of 100% of the Capital Stock of the Additional Borrower and its Domestic Subsidiaries and 65% (or such higher percentage that would not result in material adverse tax consequences for such Additional Borrower) of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries. In connection with the foregoing, the Borrowers shall deliver to the Administrative Agent, with respect to each Additional Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b)-(f) and such other documents or agreements as the Administrative Agent may reasonably request. A Subsidiary that is formed or acquired after the Closing Date shall only be deemed a “Borrower”, a “Subsidiary Borrower” or a “Subsidiary” under this Agreement, and each of the other agreements contemplated hereby, on and after the date such Subsidiary becomes a party to this Agreement. Any Subsidiary Borrower shall continue to be a Subsidiary Borrower until the Loan Party Representative shall have executed and delivered to the Administrative Agent a Borrower Termination Agreement with respect to such Subsidiary Borrower, whereupon such Subsidiary Borrower shall cease to be a Subsidiary Borrower hereunder. Notwithstanding the preceding sentence, (a) no Borrower Joinder Agreement shall become effective as to any such Domestic Subsidiary if it shall be unlawful for such Domestic Subsidiary to become a Subsidiary Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Domestic Subsidiary as provided herein and (b) no Borrower Termination Agreement shall become effective as to any Subsidiary Borrower until all Loans made to and all amounts payable by such Subsidiary Borrower in respect of interest and/or fees (and, to the extent notified by the Administrative Agent or any Lender, any other amounts payable under any Loan Document by such Subsidiary Borrower) shall have been paid in full, provided that such Borrower Termination Agreement shall be effective to terminate the right of such Subsidiary Borrower to request or receive further extensions of credit under this Agreement. As soon as practicable upon receipt of a Borrower Joinder Agreement, the Administrative Agent shall send a copy thereof to each Lender.

Additional Subsidiary Borrowers. The Borrowers will cause each Company may at any time add as a party to this Agreement a Subsidiary to become a “Subsidiary Borrower” hereunder subject to (a) the consent of their Domestic Subsidiariesthe Administrative Agent, whether newly formed, after acquired or otherwise existing, (b) the receipt of evidence satisfactory to promptly (and in any event within thirty (30) days after such Domestic Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent that such Subsidiary would not, in its capacity as a Borrower hereunder, be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder by such Subsidiary to the Administrative Agent or any Revolving Lender unless an exemption from such requirement can be obtained by such Subsidiary (with the reasonable discretion)cooperation of the Administrative Agent and the Revolving Lenders) and that no other adverse tax, regulatory or other consequences would affect the Administrative Agent or the Revolving Lender as a result of such Subsidiary’s status as a Borrower, (c) the execution and delivery to the Administrative Agent of a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company appearing thereon, (d) unless such Subsidiary is already a Subsidiary Guarantor, the execution and delivery to the Administrative Agent of an executed Supplement to become a Subsidiary Guarantor under the Subsidiary Guaranty in the form of Annex I to Exhibit G-2 (whereupon such Subsidiary shall become a “Subsidiary Guarantor” under this Agreement); provided that no Foreign Subsidiary shall be required to execute and deliver a supplement to the Subsidiary Guaranty if such execution and delivery would cause a Deemed Dividend Problem or a Financial Assistance Problem with respect to such Foreign Subsidiary and (e) the execution and delivery to the Administrative Agent and the Revolving Lenders of each other instrument, document and agreement required by Section 5.3. Upon such satisfaction of all such conditions, such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower hereunder by way of execution of a Joinder as fully as if it had executed and delivered this Agreement. In connection therewithSo long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, the Borrowers shall give Company may, by not less than one (1) Business Day’s prior notice to the Administrative Agent not less than fifteen (15) days prior to creating a which shall promptly notify the Revolving Lenders thereof), terminate such Subsidiary, or acquiring the Capital Stock of any other Person. The Borrowers’ Obligations shall be secured by, among other things, a first priority perfected security interest in the Collateral of the Additional Borrower and a pledge of 100% of the Capital Stock of the Additional Borrower and its Domestic Subsidiaries and 65% (or such higher percentage that would not result in material adverse tax consequences for such Additional Borrower) of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries. In connection with the foregoing, the Borrowers shall deliver to the Administrative Agent, with respect to each Additional Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b)-(f) and such other documents or agreements ’s status as the Administrative Agent may reasonably request. A Subsidiary that is formed or acquired after the Closing Date shall only be deemed a “Borrower”, a “Subsidiary Borrower” or a “Subsidiary” under this Agreement”; provided, and each of the other agreements contemplated hereby, on and after the date that such Subsidiary becomes shall remain a party Subsidiary Guarantor to this Agreementthe extent necessary to permit the Company to remain in compliance with the Credit Support Requirement as of such date.

Additional Subsidiary Borrowers. The initial Subsidiary Borrowers will cause each of their Domestic Subsidiarieshereunder shall be United Glass, whether newly formedUnited Glass Group, after acquired or otherwise existing, O-I Australia and O-I Italy. From time to promptly (and in any event within thirty (30) days after such Domestic Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Borrower hereunder by way of execution of a Joinder Agreement. In connection therewith, the Borrowers shall give notice subsequent to the Administrative Agent not less than fifteen (15) days prior to creating a Subsidiarydate hereof, or acquiring the Capital Stock of any other Person. The Borrowers’ Obligations shall be secured byCompany may, among other things, a first priority perfected security interest in the Collateral of the Additional Borrower and a pledge of 100% of the Capital Stock of the Additional Borrower and its Domestic Subsidiaries and 65% (or such higher percentage that would not result in material adverse tax consequences for such Additional Borrower) of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries. In connection with the foregoing, the Borrowers shall deliver to the consent of Administrative Agent, Australian Administrative Agent and Australian Lenders (which consent shall not be unreasonably withheld), designate additional Australian Subsidiaries as Australian Subsidiary Borrowers (each such designated Australian Subsidiary being an "Additional Subsidiary Borrower" with respect to ADollars), and any such Australian Subsidiary may become an Australian Subsidiary Borrower by executing a Borrowing Subsidiary Agreement substantially in the form of Exhibit XXV annexed hereto and delivering such executed Borrowing Subsidiary Agreement, executed by Company and each Additional Borrower other Borrower, to Administrative Agent and Australian Administrative Agent, together with (i) a certificate executed by the extent secretary, an assistant secretary or any director of such Subsidiary as to (a) the fact that attached copies of such Subsidiary's Certificate of Incorporation and Memorandum and Articles of Association are true and correct copies thereof, (b) the fact that attached resolutions of the Board of Directors of such Subsidiary approving and authorizing the execution, delivery and performance of the Borrowing Subsidiary Agreement and the Credit Agreement as modified thereby are in full force and effect and have not been modified or amended, (c) the fact that attached copies of powers of attorney, if any, are true and correct copies thereof, and (d) the incumbency and signatures of the officers of such Subsidiary executing the Borrowing Subsidiary Agreement (and, if applicable, substantially the same documentation required pursuant any powers of attorney authorizing other Persons to Sections 4.1(b)-(fexecute such Borrowing Subsidiary Agreement), and (ii) and such other documents as Administrative Agent or agreements as the such Offshore Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to Administrative Agent and its counsel and such Offshore Administrative Agent. A Upon delivery of such executed Borrowing Subsidiary that Agreement by the other Borrowers, notice of which is formed or acquired after hereby waived by the Closing Date shall only be deemed a “Borrower”, a “Subsidiary Borrower” or a “Subsidiary” under this Agreement159 Borrowers other than Company, and each of the other agreements contemplated herebydocuments referred to in the immediately preceding sentence, on each such Additional Subsidiary Borrower shall be a Subsidiary Borrower and after the date shall be as fully a party hereto as if such Subsidiary becomes were an original signatory hereto as a party Subsidiary Borrower with respect to this AgreementADollars. Each Borrower hereby expressly agrees that its Obligations arising hereunder or under the other Loan Documents shall not be affected or diminished by the addition or release of any Subsidiary Borrower hereunder.

Additional Subsidiary Borrowers. The Borrowers will cause each of their Domestic Subsidiaries, whether newly formed, after acquired or otherwise existing, to promptly (and in any event within thirty (30) days after such Domestic Subsidiary is formed or acquired (or such longer period of time as agreed to by To the Administrative Agent in its reasonable discretion)) become a Borrower hereunder by way of execution of a Joinder Agreement. In connection therewith, the Borrowers shall give notice extent not delivered to the Administrative Agent not less than fifteen (15) days prior to creating a Subsidiaryon or before the Effective Date, or acquiring the Capital Stock Administrative Borrower promptly shall, and shall cause each of its Restricted Subsidiaries promptly to, in the case of any other Person. The Borrowers’ Obligations shall be secured by, among other things, Restricted Subsidiary that is a first priority perfected security interest in the Collateral Domestic Subsidiary owning 5% or more of the Additional Borrower and a pledge of 100% Total Assets of the Capital Stock of the Additional Administrative Borrower and its Domestic Restricted Subsidiaries and 65or contributing 5% (or such higher percentage that would not result in material adverse tax consequences for such Additional Borrower) more of the voting Capital Stock and 100% Consolidated Net Income of the non-voting Capital Stock Administrative Borrower and its Restricted Subsidiaries for the immediately preceding four fiscal quarters, cause such Restricted Subsidiary to become a party hereto as an additional Subsidiary Borrower. Notwithstanding anything herein to the contrary, in the event that at any time the Subsidiaries of the Administrative Borrower (other than those Subsidiaries engaged in the business of originating residential home loans, title insurance and reinsurance) that are not Borrowers own, in the aggregate for all such Subsidiaries, 5% or more of the Total Assets of the Administrative Borrower and its Restricted Subsidiaries or contribute 5% or more of the Consolidated Net Income of the Administrative Borrower and its Restricted Subsidiaries for the immediately preceding four fiscal quarters, the Administrative Borrower shall promptly cause such number of its first-tier Foreign Subsidiaries to become a party hereto as additional Subsidiary Borrowers so that the Subsidiaries of the Administrative Borrower that are not Subsidiary Borrowers do not own, in the aggregate for all such Subsidiaries, 5% or more of the Total Assets of the Administrative Borrower and its Restricted Subsidiaries or contribute 5% or more of the Consolidated Net Income of the Administrative Borrower and its Restricted Subsidiaries for the immediately preceding four fiscal quarters. In connection with Prior to any Subsidiary of the foregoingAdministrative Borrower incurring, or having outstanding (including, without limitation, the Senior Notes or the Senior Subordinated Notes) any guaranty obligation in respect of other Indebtedness of the Administrative Borrower or any Restricted Subsidiary, the Administrative Borrower shall promptly cause such Subsidiary to become a party hereto as an additional Subsidiary Borrower. Each of the Borrowers agrees that, if, pursuant to this Section 6.13, the Administrative Borrower shall be required to cause any Subsidiary that is not a Subsidiary Borrower to become an additional Subsidiary Borrower, or if for any reason the Administrative Borrower desires any such Subsidiary to become an additional Subsidiary Borrower, such Subsidiary shall execute and deliver to the Administrative Agent, with respect to each Additional Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b)-(f) Agent a Credit Agreement Supplement and such other documents or agreements as the Administrative Agent may reasonably request. A Subsidiary that is formed or acquired after the Closing Date shall only thereafter for all purposes be deemed a “Borrower”, a “Subsidiary Borrower” or a “Subsidiary” under this Agreement, and each of the other agreements contemplated hereby, on and after the date such Subsidiary becomes a party to this AgreementAgreement and have the same rights, benefits and obligations as a Borrower on the Effective Date.