Common use of Newly Formed or Acquired Subsidiaries Clause in Contracts

Newly Formed or Acquired Subsidiaries. (A) For any US Subsidiary formed, acquired or becoming a US Subsidiary (including through the Borrower designating a De Minimis Subsidiary as a US Subsidiary) after the Effective Date, the Borrower shall at its own expense and, if not previously completed, (1) within 30 days after notice of such event is required to be provided under Section 5.01(i)(i), (I) cause such US Subsidiary to execute an instrument of joinder (a “Joinder Agreement”) substantially in the form of Exhibit P obligating such US Subsidiary under the Security Agreement and cause each Borrower Entity that owns any Equity Securities of such US Subsidiary to pledge to the Administrative Agent, for the benefit of itself and the other Secured Parties, 100% of the Equity Securities owned by it of such US Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (II) in the case of such Pledged Equity Securities, deliver or cause to be delivered to the Administrative Agent all stock certificates, if any, of each such US Subsidiary owned by the applicable Pledgor and added to the Collateral thereby, free and clear of all Liens, accompanied by signed and undated stock powers or other instruments of transfer executed in blank (and take such other steps as may be reasonably requested by the Administrative Agent to perfect the Administrative Agent’s Lien in such Collateral in compliance with any applicable law), (III) cause each such US Subsidiary to execute a Joinder Agreement obligating such US Subsidiary under the Subsidiary Guarantee Agreement pursuant to documentation which is in form and substance reasonably satisfactory to the Administrative Agent, and (IV) in the case of Collateral of such US Subsidiary that may be perfected by the filing of a financing statement under the Uniform Commercial Code, cause each general financing statement or, as applicable, fixture filings (but no crop, timber, mineral, or other similar filings) to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid, legal and perfected Lien, and a first priority Lien (except to the extent Permitted Liens are expressly permitted herein to have priority), in the Collateral subject to the financing statement to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent and (2) if requested by the Administrative Agent, within 60 days after such request, cause such US Subsidiary to deliver the documents and opinions of the types described in Section 5.01(k)(ii) with respect to all owned real property of such US Subsidiary which has a grossed up book value or fair market value (as determined in good faith by the Borrower) in excess of $5,000,000.