Common use of Excluded Foreign Subsidiaries Clause in Contracts

Excluded Foreign Subsidiaries. With respect to any new Excluded Foreign Subsidiary (other than an Immaterial Subsidiary) created or acquired after the Effective Date by the Borrower or any of its Subsidiaries (other than by any Excluded Foreign Subsidiary or any Immaterial Subsidiary), the Borrower will, and will cause each of its Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or its Subsidiary, as applicable, and take such other action as 509265-1574-14872-Active.18681323.8 reasonably may be necessary to perfect the Administrative Agent’s security interest therein (provided that the Borrower shall use commercially reasonable efforts after the Effective Date to obtain a perfected share mortgage over 65% of the issued shares of Griffon Australia Holdings Pty Limited (formerly known as Northcote Holdings Australia Pty Ltd.)) and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

Excluded Foreign Subsidiaries. With respect to any new Excluded Foreign Subsidiary (other than an Immaterial Subsidiary) created or acquired after the Effective Date by the Borrower or any of its Restricted Subsidiaries (other than by any Excluded Foreign Subsidiary or any Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or its Restricted Subsidiary, as applicable, and take such other action as 509265-1574-14872-Active.18681323.8 reasonably may be necessary to perfect the Administrative Agent’s security interest therein (provided that the Borrower shall use commercially reasonable efforts after the Effective Date to obtain a perfected share mortgage over 65% of the issued shares of Griffon Australia Holdings Pty Limited (formerly known as Northcote Holdings Australia Pty Ltd.)) and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no Foreign Subsidiary of the Borrower that is a “controlled foreign corporation” pursuant to Section 957 of the Code shall be required to provide a guaranty or constitute a “Subsidiary Guarantor” hereunder.

Excluded Foreign Subsidiaries. With respect to (i) In the event that, at any new time, Excluded Foreign Subsidiary Subsidiaries have, in the aggregate, (other than an Immaterial SubsidiaryA) created total revenues constituting 15% or acquired after more of the Effective Date by the total revenues of Borrower or any of and its Subsidiaries on a consolidated basis, or (other than by any Excluded Foreign Subsidiary B) total assets constituting 15% or any Immaterial Subsidiary), more of the total assets of Borrower will, and will cause each of its Subsidiaries toon a consolidated basis, promptly (iand, in any event, [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION within thirty (30) execute and deliver days (or such longer time as consented to the by Administrative Agent in writing)) Obligors shall cause one or more of such amendments Excluded Foreign Subsidiaries to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest become Subsidiary Guarantors in the Capital Stock of manner set forth in Section 8.12(a), such new that, after such Subsidiaries become Subsidiary that is owned by Guarantors, the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new non-guarantor Excluded Foreign Subsidiary be required Subsidiaries in the aggregate shall cease to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower have revenues or its Subsidiaryassets, as applicable, that meet the thresholds set forth in clauses (A) and take (B) above; provided however that notwithstanding the foregoing, any Foreign Subsidiary that individually generates revenue constituting 10% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or individually owns total assets constituting 10% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis shall be required to become a Subsidiary Guarantor in the manner set forth in Section 8.12(a); provided further that no Foreign Subsidiary shall be required to become a Subsidiary Guarantor if doing so would result in material adverse tax consequences for Borrower and its Subsidiaries, taken as a whole. For the avoidance of doubt, revenues and assets of Foreign Subsidiaries considered in the calculation of the preceding thresholds shall not include intercompany revenues and assets that are eliminated in consolidation. For the purposes of this Section 8.12(b)(i), the determination of whether a “material adverse tax consequence” shall be deemed to result from such other action as 509265-1574-14872-Active.18681323.8 reasonably may Foreign Subsidiary becoming a Subsidiary Guarantor shall be necessary to perfect the made by Administrative Agent, in Administrative Agent’s security interest therein sole reasonable discretion, following consultation with Borrower, taking into consideration and weighing, among others, the following relevant factors: (provided that i) the Borrower shall use commercially reasonable efforts after magnitude of an increase in Borrower’s tax liability or a reduction in Borrower’s net operating loss carryforward, taken as a whole; (ii) the Effective Date to obtain a perfected share mortgage over 65% amount of revenues generated by or assets accumulated at such Foreign Subsidiary compared with those generated by or accumulated at the issued shares of Griffon Australia Holdings Pty Limited (formerly known as Northcote Holdings Australia Pty Ltd.)) and Obligors; (iii) if requested by whether the Administrative AgentLoans are over- or under-collateralized; (iv) the financial performance of the Borrower and its Subsidiaries, deliver taken as a whole, and the Obligors’ ability to perform the Obligations at such time; and (v) the cost to the Administrative Agent legal opinions relating Borrower and its Subsidiaries balanced against the practical benefit to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative AgentSecured Parties.

Excluded Foreign Subsidiaries. With respect to any new Excluded Foreign Subsidiary (other than an Immaterial Subsidiary) created or acquired after the Effective Date by the Borrower or any of its Subsidiaries (other than by any Excluded Foreign Subsidiary or any Immaterial Subsidiary), the Borrower will, and will cause each of its Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Page Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or its Subsidiary, as applicable, and take such other action as 509265-1574-14872-Active.18681323.8 reasonably may be necessary to perfect the Administrative Agent’s security interest therein (provided that the Borrower shall use commercially reasonable efforts after the Effective Date to obtain a perfected share mortgage over 65% of the issued shares of Griffon Australia Holdings Pty Limited (formerly known as Northcote Holdings Australia Pty Ltd.)) and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

Excluded Foreign Subsidiaries. With respect to any new Excluded Foreign Subsidiary (other than an Immaterial Subsidiary) created or acquired after the Effective Date by the Borrower or any of its Restricted Subsidiaries (other than by any Excluded Foreign Subsidiary or any Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such -82- amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or its Restricted Subsidiary, as applicable, and take such other action as 509265-1574-14872-Active.18681323.8 reasonably may be necessary to perfect the Administrative Agent’s security interest therein (provided that the Borrower shall use commercially reasonable efforts after the Effective Date to obtain a perfected share mortgage over 65% of the issued shares of Griffon Australia Holdings Pty Limited (formerly known as Northcote Holdings Australia Pty Ltd.)) and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no Foreign Subsidiary of the Borrower that is a “controlled foreign corporation” pursuant to Section 957 of the Code shall be required to provide a guaranty or constitute a “Subsidiary Guarantor” hereunder.