Additional Guarantors and Collateral. (a) Promptly notify the Administrative Agent upon any Person becoming a Restricted Subsidiary and (a) cause any such Restricted Subsidiary that is (i) a Domestic Subsidiary or (ii) a Foreign Subsidiary that loses its status as a CFC and is (or becomes) a guarantor of the obligations of a U.S. borrower under the ABL Credit Agreement promptly (and in any event within 30 days of such Person becoming a Restricted Subsidiary (or such longer period as the Administrative Agent may agree to in its reasonable discretion)) to execute and deliver to the Administrative Agent a Guaranty (including, if requested by the Administrative Agent, a joinder to the Guaranty in form and substance satisfactory to the Administrative Agent) in favor of the Administrative Agent for the benefit of the Secured Parties, (b) cause such Guarantor to promptly (and in any event within 30 days of such Guarantor becoming a Restricted Subsidiary (or such longer period as the Administrative Agent may agree to in its reasonable discretion) deliver to the Administrative Agent such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers or other authorized Persons of such Subsidiary as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer or other authorized Person thereof in connection with the Guaranty to which such Subsidiary is a party and such additional and other documents and certifications as the Administrative Agent may reasonably require to evidence that such Subsidiary is duly organized or formed and is validly existing, in good standing and qualified to engage in business, in each case to the extent applicable, in jurisdictions reasonably identified by the Administrative Agent, and (c) cause such Guarantor to execute and deliver promptly (and in any event within 30 days of such Guarantor becoming a Restricted Subsidiary) such documents, instruments and agreements and to take such other actions as the Administrative Agent shall require to evidence and perfect a Lien in favor of the Administrative Agent (for the benefit of Secured Parties) on all assets of such Person which are the same type as the Collateral, including delivery of legal opinions, in form and substance satisfactory to Agent, as it shall deem appropriate.
Additional Guarantors and Collateral. (a) Promptly (and in any event within forty-five days or such longer period agreed to by the Administrative Agent in its sole discretion) upon any Person becoming a Restricted Subsidiary (other than any Excluded Subsidiary), including any Unrestricted Subsidiary becoming a Restricted Subsidiary or ceasing to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent for the benefit of the Secured Parties all documents reasonably requested by the Administrative Agent, which may include (A) an amendment to the Guaranty or joinder in the form attached thereto, if such Subsidiary is not already a party thereto, joining such Subsidiary as a party thereto, (B) an amendment to the Security Agreement or joinder in the form attached thereto, if such Subsidiary is not already a party thereto, joining such Subsidiary as a party thereto, together with the documentation required by clauses (A) through (E) of Section 4.01(a)(vi), (C) a Perfection Certificate and the documentation required by clauses (v) and (vii) of Section 4.01(a) in respect of such Subsidiary and (D) a joinder to any Intercreditor Agreement then in effect and (ii) take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the Security Agreement to be duly perfected to the extent required thereby in accordance with applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent.
Additional Guarantors and Collateral. (a) Effective upon any Domestic Subsidiary (other than an Unrestricted Subsidiary or SPC) which was not a Material Subsidiary on the Funding Date (either because it was not a Subsidiary on the Funding Date or because it did not on the Funding Date meet the other criteria of a Material Subsidiary) becoming a Material Subsidiary, the Borrower shall cause such Domestic Subsidiary within ten Business Days to (i) execute and deliver to the Administrative Agent for the benefit of the Secured Creditors a joinder to the Subsidiary Guaranty and (ii) pledge to the Administrative Agent for the benefit of the Secured Creditors a first priority security interest in (A) all personal property owned by such Person pursuant to a security or pledge agreement substantially similar to the US Security Agreement or, as applicable US Pledge Agreement (or pursuant to a joinder agreement to the US Security Agreement or US Pledge Agreement in form satisfactory to the Administrative Agent) and (B) all real property (including leasehold interests) having a fair market value in excess of $5,000,000 owned by such Person pursuant to a Mortgage in form satisfactory to the Administrative Agent (and in connection therewith deliver the related items referred to in Section 5.18). The Borrower shall promptly notify the Administrative Agent at any time at which any Domestic Subsidiary becomes a Material Subsidiary.
Additional Guarantors and Collateral. With respect to any Person that becomes a Material Domestic Subsidiary after the Closing Date, the Borrower will promptly (i) (A) cause such Material Domestic Subsidiary to become a party to the Subsidiary Guarantee, (B) except upon the occurrence and continuation of a Collateral Release, cause each Restricted Subsidiary holding Equity Interests in such Material Domestic Subsidiary that is not a party to the Pledge Agreement to become a party to the Pledge Agreement and file Uniform Commercial Code financing statements or other filings in such jurisdictions as may be required by the Pledge Agreement, and (C) cause such Material Domestic Subsidiary to deliver to the Administrative Agent a certificate of such Material Domestic Subsidiary, substantially in the form of Exhibit F, with appropriate insertions and attachments, and (ii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Additional Guarantors and Collateral. Further Assurances 69 Section 5.10. Maintenance Of Flood Insurance 71 Section 5.11. Post-Closing Matters 71 Section 5.12. Ratings 71 ARTICLE 6 Negative Covenants Section 6.01. Liens 71 Section 6.02. Fundamental Changes 73 Section 6.03. Indebtedness 74 Section 6.04. Sale and Lease-Back Transactions 76 Section 6.05. Investments, Loans and Advances 76
Additional Guarantors and Collateral. Each of the Secured Creditors hereby covenants and agrees that it will not (i) accept any guaranty of any of the Secured Obligations by any subsidiary of the Company or any other Person unless such subsidiary or other Person is simultaneously providing the other Secured Creditors a comparable guaranty or (ii) take any security interest in or lien on any assets of the Company, any other Credit Party or any other Person to secure any of the Secured Obligations unless such security interest or lien is provided to the Collateral Agent for the benefit of all Secured Creditors.
Additional Guarantors and Collateral. (a) Effective upon any Domestic Subsidiary of the Parent which is not, as of the date hereof, a Material Subsidiary becoming a Material Subsidiary, the Borrower shall cause such Domestic Subsidiary to, within ten (10) Business Days execute and deliver to the Administrative Agent for the benefit of the Secured Creditors a joinder to the Subsidiary Guaranty. The Borrower shall (or shall cause the Parent to) promptly notify the Administrative Agent at any time at which any such Domestic Subsidiary becomes a Material Subsidiary.
Additional Guarantors and Collateral. (a) Effective upon any Domestic Subsidiary which is not, as of the date hereof, a Material Subsidiary becoming a Material Subsidiary or a Subsidiary Borrower, the Borrower shall cause such Domestic Subsidiary to, within fifteen (15) Business Days, or such longer period as the Administrative Agent may agree, (i) execute and deliver to the Administrative Agent for the benefit of the Secured Creditors a joinder to the Subsidiary Guaranty and (ii) pledge to the Collateral Agent for the benefit of the Secured Creditors a first priority security interest in substantially all personal property owned by such Person pursuant to security documents substantially similar to the Security Documents. Notwithstanding the foregoing, a Domestic Subsidiary which is not a Wholly-Owned Subsidiary and which would otherwise be required by the foregoing to become a guarantor and pledgor shall not be obligated to do so for so long as it is prohibited from doing so by its charter, bylaws or other constituent documents or by the contractual terms of its joint venture or other agreement with the minority shareholders of such Domestic Subsidiary. The Borrower shall promptly notify the Administrative Agent of (i) the time at which any such Domestic Subsidiary becomes a Material Subsidiary, (ii) where appropriate, of the applicability of the preceding sentence to a Domestic Subsidiary which is a Material Subsidiary and (iii) where applicable, of the preceding sentence ceasing to be a basis for such Domestic Subsidiary not becoming a guarantor and pledgor as provided above.
Additional Guarantors and Collateral. With respect to any Person that becomes a Material Domestic Subsidiary of such Borrower (including, for the avoidance of doubt, zulily or any of its subsidiaries becoming a Material Domestic Subsidiary of QVC) after the Closing Date, such Borrower will promptly (i) (A) cause such Material Domestic Subsidiary to become a party to the applicable Subsidiary Guarantee (and, in the case of the first such Material Domestic Subsidiary of zulily, to cause the zulily Subsidiary Guarantee to be executed and delivered to the Administrative Agent) and (B) cause such Material Domestic Subsidiary to deliver to the Administrative Agent a certificate of such Material Domestic Subsidiary, substantially in the form of Exhibit E, with appropriate insertions and attachments, and (ii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Additional Guarantors and Collateral. Notify the Administrative Agent within 15 days after any Person becomes a Material Subsidiary, and promptly thereafter (and in any event within 60 days after such notification is received by the Administrative Agent or such longer period agreed to by the Administrative Agent in its sole discretion), cause any such Material Subsidiary (other than any Foreign Subsidiary to the extent that, and for so long as, the guaranty of such Foreign Subsidiary would have material adverse tax consequences for the Borrower or any other Loan Party or result in a violation of applicable Laws; provided that, notwithstanding the foregoing, the Borrower and its Subsidiaries must still comply with the proviso set forth in the definition of Material Subsidiaries) to (all in form, content and scope reasonably satisfactory to the Administrative Agent):
