Domestic Subsidiaries. On the Effective Date, Schedule 4 sets forth a true and complete list of the Domestic Subsidiaries.
Domestic Subsidiaries. The Obligors shall notify the Lender of each Domestic Subsidiary formed or incorporated subsequent to the Closing Date, and, within 15 days of such formation or incorporation, shall cause any such Domestic Subsidiary to execute and deliver to the Lender a Joinder Agreement and such other documentation as the Lender may require, and for the sake of clarification, no such joinder shall be required with respect to any Foreign Subsidiary.
Domestic Subsidiaries. Where Domestic Subsidiaries of the Borrower which are not Credit Parties hereunder (the "Non-Guarantor Subsidiaries") shall at any time constitute more than (the "Threshold Requirement"):
Domestic Subsidiaries. If any Domestic Subsidiary (other than an Excluded Subsidiary) is formed or acquired after the Original Closing Date and constitutes a Restricted Subsidiary, (a) the Borrower Representative shall notify the Administrative Agent in writing within ten (10) Business Days (or such longer period as the Administrative Agent may agree) in the case of any such Domestic Subsidiary that owns, operates or holds a Franchise and twenty (20) Business Days (or such longer period as the Administrative Agent may agree) in the case of any other such Domestic Subsidiary, in each case, after the date on which such Domestic Subsidiary is formed or acquired, (b) within thirty (30) calendar days after the Administrative Agent’s request therefor, the Borrower Representative shall (i) unless such Domestic Subsidiary becomes a Borrower pursuant to Section 5.17, cause such Domestic Subsidiary to duly execute and deliver either (x) a joinder agreement to become a guarantor of the [*****] Obligations under, and subject to the terms and conditions of, the [*****] Guaranty Agreement (together with all schedules and information thereto appropriately completed with respect to such Subsidiary) or (y) a joinder agreement to become a guarantor of the Obligations under, and subject to the terms and conditions of, the Guaranty Agreement (together with all schedules and information thereto appropriately completed with respect to such Subsidiary) (provided that the Borrower Representative shall determine in its sole discretion which of the foregoing joinder agreements such Domestic Subsidiary shall deliver under this clause (i); provided, further, that if such Domestic Subsidiary is not a Franchise or does not own or operate a Franchise (and is not otherwise restricted from doing so under any Franchise Agreement, Framework Agreement or other similar agreement between any Manufacturer and any Subsidiary) it shall deliver the joinder agreement under sub-clause (y) above), (ii) cause such Domestic Subsidiary to deliver a joinder agreement to the Security Agreement providing for the creation of Liens on the Collateral owned by such Domestic Subsidiary as security for the [*****] Obligations or Obligations, as applicable (together with all schedules and information thereto appropriately completed with respect to such Subsidiary), (iii) cause such Domestic Subsidiary to deliver a joinder agreement to the Pledge Agreement providing for the pledge of any Equity Interests held by such Subsidiary pursuant...
Domestic Subsidiaries. Wherever herein the allocation, ownership, character or amount of any asset or liability or item of income or expense is said to be “of”, “to” or “attributable to” the Domestic Subsidiaries, such phrase means of, to or attributable to the Domestic Subsidiaries disregarding any interest of the Domestic Subsidiaries in, any amount received or receivable by the Domestic Subsidiaries from, and any assets or liabilities of, the Foreign Subsidiaries of the Domestic Subsidiaries.
Domestic Subsidiaries. At any time that any Credit Party forms, creates or otherwise acquires any Domestic Subsidiary that is part of the "transit" segment of the Borrower's business, such Credit Party shall (i) notify the Administrative Agent within 10 days thereof and (ii) within 30 days thereof, (A) cause such Domestic Subsidiary to become a Guarantor by execution of a Joinder Agreement, (B) cause such Domestic Subsidiary to deliver with the Joinder Agreement such supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of counsel as the Administrative Agent may reasonably request, and (C) deliver stock certificates and related pledge agreements or pledge joinder agreements (in form and substance satisfactory to the Administrative Agent) evidencing the pledge of 100% of the Capital Stock of such Domestic Subsidiary as security for the Obligations, together with undated stock transfer powers executed in blank.
Domestic Subsidiaries. In the event that the aggregate gross revenues or assets of Borrower and Guarantors for any fiscal year ending after the Closing Date when taken together with 65% of the aggregate gross revenues and assets of Borrower’s Foreign Subsidiaries as to which 65% of the ownership interests thereof have been pledged in favor of Administrative Agent for the benefit of Lenders, is less than 95% of the aggregate gross revenues or assets of Borrower and its Subsidiaries on a consolidated basis for such fiscal year, Borrower will, within 90 days after the end of such fiscal year, cause one or more additional Domestic Subsidiaries to execute and deliver to Administrative Agent a joinder to the Multi-Party Guaranty and to the Pledge and Security Agreement along with any such other supporting documentation, certificates (accompanied by irrevocable undated stock powers, duly endorsed in blank), corporate governance and authorization documents as may be deemed reasonably necessary or advisable by Administrative Agent such that the aggregate gross revenues and assets for such fiscal year of Borrower and Guarantors, when taken together with 65% of the aggregate gross revenues and assets of Borrower’s Foreign Subsidiaries as to which 65% of the ownership interests thereof have been pledged in favor of Administrative Agent for the benefit of Lenders, equal to at least 95% of the aggregate gross revenues and assets of Borrower and its Subsidiaries on a consolidated basis for such fiscal year. In addition, in the event that (x) Borrower creates or acquires a Domestic Subsidiary which is a Material Subsidiary, or (y) any Domestic Subsidiary of Borrower that has not previously executed a joinder to the Multi-Party Guaranty and the Pledge and Security Agreement becomes a guarantor in respect of the obligations of Borrower or any Subsidiary under any Material Indebtedness Agreement, Borrower shall within forty-five (45) days (unless a longer period is agreed to by Administrative Agent) (i) cause such Domestic Subsidiary to execute and deliver to Administrative Agent a joinder to the Multi-Party Guaranty and the Pledge and Security Agreement along with any such other supporting documentation, certificates (accompanied by irrevocable undated stock powers, duly endorsed in blank), corporate governance and authorization documents as may be deemed necessary or advisable by Administrative Agent, (ii) execute and deliver a supplement to the Pledge and Security Agreement pledging to Administ...
Domestic Subsidiaries. Permit any Domestic Subsidiary to be a non‑Wholly‑Owned Subsidiary or permit any Material Domestic Subsidiary to be a Non-Guarantor Subsidiary.
Domestic Subsidiaries. Except as permitted pursuant to Section 9.4, the Borrower shall not sell, liquidate or dissolve any domestic Subsidiary without the prior written consent of the Bank.
Domestic Subsidiaries. The Borrower covenants and agrees that it shall cause any and each domestic Subsidiary it acquires after the date of this Agreement to execute a Guaranty.
