Common use of Additional Subsidiary Borrowers Clause in Contracts

Additional Subsidiary Borrowers. The Borrower 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 the Agent and each Lender, (b) the receipt of evidence satisfactory to the 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 Agent or any Lender unless an exemption from such requirement can be obtained by such Subsidiary and that no other adverse tax, regulatory or other consequences would affect the Agent or the Lender as a result of such Subsidiary’s status as a Borrower, (c) the execution and delivery to the Agent of a duly completed Assumption Letter by such Subsidiary, with the written consent of the Borrower appearing thereon and (d) the execution and delivery to the Agent and the Lenders of each other instrument, document and agreement required by Section 5.4. Upon such satisfaction of all such conditions, such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So 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 and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Borrower may, by not less than five (5) Business Days’ prior notice to the Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary’s status as a “Subsidiary Borrower”.

Additional Subsidiary Borrowers. The Borrower Subject to the conditions set forth below, any Subsidiary of the Company may at any time add as become a party to this Agreement as a Subsidiary to Borrower hereunder. Any such Subsidiary shall become a “Subsidiary Borrower” hereunder subject party to this Agreement at such time as (a) the consent Administrative Agent shall have received (i) a supplement to this Agreement (a "Subsidiary Borrower Supplement"), in substantially the form of Exhibit F hereto, duly executed by such Subsidiary, (ii) a Note for each Bank, duly executed by such Subsidiary, (iii) certified copies of the Agent 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 Lenderother 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 to 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 Supplement, and the legality, validity, binding effect and enforceability thereof and of such Subsidiary's obligations under this Agreement and said Notes, and the obtaining of any and all foreign exchange and other governmental approvals required in connection therewith, and (b) the Administrative Agent shall have accepted such Subsidiary Borrower Supplement (which the Administrative Agent shall accept upon its receipt of evidence the documentation required to be delivered pursuant to the foregoing clause (a) in form and substance satisfactory to the 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 Agent or any Lender unless an exemption from such requirement can be obtained by such Subsidiary and that no other adverse tax, regulatory or other consequences would affect the Agent or the Lender as a result of such Subsidiary’s status as a Borrower, (c) the execution and delivery to the Agent of a duly completed Assumption Letter by such Subsidiary, with the written consent of the Borrower appearing thereon and (d) the execution and delivery to the Agent and the Lenders of each other instrument, document and agreement required by Section 5.4Administrative Agent). Upon such satisfaction of all such conditionsreceipt and acceptance, such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So 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 rights and all other obligations of such Subsidiary a Borrower hereunder and under this Agreement the Notes, and the Administrative Agent shall have been fully performed, the Borrower may, by not less than five (5) Business Days’ prior notice to the Agent (which shall promptly notify the Lenders thereof), terminate Banks thereof and shall deliver to each Bank its Note of such Subsidiary’s status as a “Subsidiary Borrower”.

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 at any time add as reasonably request. A Subsidiary which 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 a Subsidiary to become a “Subsidiary Borrower” hereunder subject to (a) the consent of the Agent and each Lender, (b) the receipt of evidence satisfactory to the 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 Agent or any Lender unless an exemption from such requirement can be obtained by such Subsidiary and that no other adverse tax, regulatory or other consequences would affect the Agent or the Lender as a result of such Subsidiary’s status as a Borrower, (c) the execution and delivery to the Agent of a duly completed Assumption Letter by such Subsidiary, with the written consent of the Borrower appearing thereon and (d) the execution and delivery to the Agent and the Lenders of each other instrument, document and agreement required by Section 5.4. Upon such satisfaction of all such conditions, such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So 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 and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Borrower may, by not less than five (5) Business Days’ prior notice to the Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary’s status as a “Subsidiary Borrower”.