Common use of Additional Credit Parties Clause in Contracts

Additional Credit Parties. (a) As soon as practicable and in any event within thirty (30) days after any Person becomes a Material Subsidiary, the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (i) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12, (ii) cause (A) one hundred percent (100%) of the issued and outstanding Capital Stock of each Domestic Subsidiary (that is not an Excluded Subsidiary) directly owned by a Credit Party and (B) sixty-five percent (65%) of the issued and outstanding Voting Stock and one hundred percent (100%) of the issued and outstanding Capital Stock not constituting Voting Stock of each Foreign Subsidiary directly owned by a Credit Party, to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Administrative Agent and cause such Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Credit Parties. (a) As soon as practicable and in any event within thirty (30) 30 days after any Person becomes a Material SubsidiarySubsidiary of any Credit Party, the Borrowers Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (i) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule Exhibit 7.12, (ii) cause certificates representing 100% (Aif such Person is a Domestic Subsidiary of a Credit Party) one hundred percent or 65% (100%if such Person is a direct Foreign Subsidiary of a Credit Party) of the issued and outstanding Capital Stock of each Domestic Subsidiary (that is not an Excluded Subsidiary) directly owned by a Credit Party and (B) sixty-five percent (65%) of the issued and outstanding Voting Stock and one hundred percent (100%) of the issued and outstanding Capital Stock not constituting Voting Stock of each Foreign Subsidiary directly owned by a Credit Party, such Person to be delivered to the Administrative Collateral Agent (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Collateral Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Administrative Agent and cause such Person to (iii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.1(e), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Credit Parties. (a) As soon as practicable and in any event within thirty (30) 30 days after any Person (other than Bradson Corporation which is a Borrower to this Agreement as of the Closing Date and any other Target that becomes a Material SubsidiaryBorrower pursuant to Section 7.26(b)) becomes a Subsidiary of any Credit Party, the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (i) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit G-1, (ii) cause 100% (Aor, if less, the full amount owned by the applicable Credit Party) one hundred percent if such Person is a Domestic Subsidiary of a Credit Party or 66% (100%or, if less, the full amount owned by the applicable Credit Party) if such Person is a direct Foreign Subsidiary of a Credit Party of the issued and outstanding Capital Stock of each Domestic Subsidiary (that is not an Excluded Subsidiary) directly owned by a Credit Party and (B) sixty-five percent (65%) of the issued and outstanding Voting Stock and one hundred percent (100%) of the issued and outstanding Capital Stock not constituting Voting Stock of each Foreign Subsidiary directly owned by a Credit Party, such Person to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Administrative Agent and cause such Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Credit Parties. (a) As soon as practicable and in any event within thirty (30) days after any Person becomes a Material Subsidiary, the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (i) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12, (ii) cause (A) one hundred percent (100%) of the issued and outstanding Capital Stock of each Domestic Subsidiary (that is not an Excluded Unrestricted Subsidiary) directly owned by a Credit Party and (Bb) sixty-five percent (65%) of the issued and outstanding Voting Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Capital Stock not constituting Voting Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of each Foreign Subsidiary directly owned by a Credit Party, to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Administrative Agent and cause such Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Credit Parties. (a) As soon as practicable and in any event within thirty (30) days after any Person becomes a Material Subsidiary, the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (i) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12, (ii) cause 100% (A) one hundred percent (100%) of the issued and outstanding Capital Stock of each if such Person is a Domestic Subsidiary (that is not an Excluded Subsidiary) directly owned by of a Credit Party and is not an Unrestricted Subsidiary) or 65% (B) sixty-five percent (65%if such Person is a direct Foreign Subsidiary of a Credit Party) of the issued and outstanding Voting Stock and one hundred percent (100%) of the issued and outstanding Capital Stock not constituting Voting Stock of each Foreign Subsidiary directly owned by a Credit Party, such Person to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Administrative Agent and cause such Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Credit Parties. (a) As soon as practicable and in any event within thirty (30) 30 days after any Person becomes a Material SubsidiarySubsidiary of any Credit Party, the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (i) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute become a Guarantor by executing a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit F-1, (ii) cause 100% (Aor, if less, the full amount owned by the applicable Credit Party) one hundred percent if such Person is a Domestic Subsidiary of a Credit Party or 66% (100%or, if less, the full amount owned by the applicable Credit Party) if such Person is a direct Foreign Subsidiary of a Credit Party of the issued and outstanding Capital Stock of each Domestic Subsidiary (that is not an Excluded Subsidiary) directly owned by a Credit Party and (B) sixty-five percent (65%) of the issued and outstanding Voting Stock and one hundred percent (100%) of the issued and outstanding Capital Stock not constituting Voting Stock of each Foreign Subsidiary directly owned by a Credit Party, such Person to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Administrative Agent and cause such Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, and and, if requested by the Administrative Agent, favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Credit Parties. (a) As soon as practicable and in any event within thirty (30) days after At the time any Person becomes a Material Subsidiary, the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (i) if such Person is a Domestic Subsidiary of a Credit Party, the Borrower shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 days after the date thereof) shall cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 7.13, (iib) cause (A) one hundred percent (100%) all of the issued and outstanding Capital Stock capital stock of each such Person (if it is a Domestic Subsidiary (that is not an Excluded Subsidiary) directly owned by a Credit Party and (B) sixty-five percent (or 65%) % of the issued and outstanding Voting Stock and one hundred percent capital stock of such Person (100%if it is a First Tier Foreign Subsidiary) of the issued and outstanding Capital Stock not constituting Voting Stock of each Foreign Subsidiary directly owned by a Credit Party, to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)blank) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(sagreement in substantially the form of the Pledge Agreement (or a joinder to the existing Pledge Agreement) and otherwise in a form reasonably acceptable to the Administrative Agent, (c) if such Person is a Domestic Subsidiary, pledge all of its assets to the Administrative Agent pursuant to a security agreement in substantially the form of the Security Agreement (or a joinder to the existing Security Agreement) and otherwise in a form reasonably acceptable to the Administrative Agent, and (d) if such Person is a Domestic Subsidiary and has any Subsidiaries, (A) deliver all of the capital stock of such Domestic Subsidiaries owned by it and 65% of the stock of the First Tier Foreign Subsidiaries owned by it (together with undated stock powers signed in blank) to the Administrative Agent and cause such Person to deliver such other documentation as (B) execute a pledge agreement in substantially the Administrative Agent may reasonably request in connection with form of the foregoing, including, without limitation, appropriate certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory Pledge Agreement (or a joinder to the Administrative Agent.existing Pledge Agreement)

Additional Credit Parties. (a) As soon as practicable and in any event within thirty (30) 30 days after any Person (whether newly formed, acquired or otherwise) becomes a Material SubsidiarySubsidiary of any Credit Party, the Borrowers Parent Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (ia) if such Person is a wholly-owned Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 5.13, (iib) cause 100% (Aif such Person is a Domestic Subsidiary of a Credit Party) one hundred percent or, unless otherwise agreed by the Administrative Agent, 65% (100%if such Person is a First Tier Foreign Subsidiary of a Credit Party) of the issued and outstanding Capital Stock of each Domestic Subsidiary (that is not an Excluded Subsidiary) directly such Person owned by a Credit Party and (B) sixty-five percent (65%) of the issued and outstanding Voting Stock and one hundred percent (100%) of the issued and outstanding Capital Stock not constituting Voting Stock of each Foreign Subsidiary directly owned by a Credit Party, to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, with respect to a First Tier Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement or joinder to the Pledge Agreement and otherwise in form acceptable to the Administrative Agent and cause such Person to (c) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, Person and favorable opinions of counsel to such Person all in form(which shall cover, content among other things, the legality, validity, binding effect and scope reasonably satisfactory enforceability of the documentation referred to above and the perfection of the Administrative Agent's liens thereunder).

Additional Credit Parties. (a) As soon as practicable and in any event within thirty (30) days after any Person becomes a Material Subsidiary, the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (i) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12, (ii) cause (A) one hundred percent (100%) of the issued and outstanding Capital Stock of each (if such Person is a Domestic Subsidiary (that is not an Excluded Subsidiary) directly owned by of a Credit Party and (Bis not an Unrestricted Subsidiary) or sixty-five percent (65%) (if such Person is a direct Foreign Subsidiary of the issued and outstanding Voting Stock and one hundred percent (100%a Credit Party) of the issued and outstanding Capital Stock not constituting Voting Stock of each Foreign Subsidiary directly owned by a Credit Party, such Person to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Administrative Agent and cause such Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Credit Parties. (a) As soon as practicable and in any event within thirty (30) 30 days after any Person becomes a Material SubsidiarySubsidiary of any Credit Party, the Borrowers Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (ia) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit G, (iib) cause 100% (Aor, if less, the full amount owned by the applicable Credit Party) one hundred percent if such Person is a Domestic Subsidiary of a Credit Party or 66% (100%or, if less, the full amount owned by the applicable Credit Party) if such Person is a direct Foreign Subsidiary of a Credit Party of the issued and outstanding Capital Stock of each Domestic Subsidiary (that is not an Excluded Subsidiary) directly owned by a Credit Party and (B) sixty-five percent (65%) of the issued and outstanding Voting Stock and one hundred percent (100%) of the issued and outstanding Capital Stock not constituting Voting Stock of each Foreign Subsidiary directly owned by a Credit Party, such Person to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Administrative Agent and cause such Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Credit Parties. (a) As soon as practicable and in any event within thirty (30) 30 days after any Person (whether newly formed, acquired or otherwise) becomes a Material SubsidiarySubsidiary that is a Restricted Subsidiary of any Credit Party, the Borrowers Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (ia) if such Person is a wholly-owned Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 5.13, (iib) cause 100% (Aif such Person is a Domestic Subsidiary of a Credit Party) one hundred percent or, unless otherwise agreed by the Administrative Agent, 65% (100%if such Person is a First Tier Foreign Subsidiary of a Credit Party that is also a Material Subsidiary) of the issued and outstanding Capital Stock of each Domestic Subsidiary (that is not an Excluded Subsidiary) directly such Person owned by a Credit Party and (B) sixty-five percent (65%) of the issued and outstanding Voting Stock and one hundred percent (100%) of the issued and outstanding Capital Stock not constituting Voting Stock of each Foreign Subsidiary directly owned by a Credit Party, to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, with respect to a First Tier Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement or joinder to the Pledge Agreement and otherwise in form acceptable to the Administrative Agent and cause such Person to (c) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, Person and favorable opinions of counsel to such Person all in form(which shall cover, content among other things, the legality, validity, binding effect and scope reasonably satisfactory enforceability of the documentation referred to above and the perfection of the Administrative Agent's liens thereunder).

Additional Credit Parties. (a) As soon as practicable and in any event within thirty (30) days after any Person becomes a Material Subsidiary, the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (i) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12, (ii) cause (A) one hundred percent (100%) of the issued and outstanding Capital Stock of each Domestic Subsidiary (that is not an Excluded Subsidiary) directly owned by a Credit Party and (B) sixty-sixty- five percent (65%) of the issued and outstanding Voting Stock and one hundred percent (100%) of the issued and outstanding Capital Stock not constituting Voting Stock of each Foreign Subsidiary directly owned by a Credit Party, to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Administrative Agent and cause such Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Administrative Agent.